urban-gro Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below in Item 5.07, on January 30, 2026,the shareholders of urban-gro, Inc. (the “Company”) approved an amendment to the Company’s 2021 Omnibus Stock Incentive Plan (the “2021 Plan”) to increase the number of shares authorized for issuance under the 2021 Plan by 5,000,000 and to increase the individual award limit (the “Plan Amendment”). The Plan Amendment was included as Proposal 2 in the Company’s the Company’s definitive proxy statement filed with the Securities and Exchange Commission on January 20, 2026 (the “Proxy Statement”). A copy of the 2021 Plan, as amended to reflect the Plan Amendment, is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On January 30, 2026, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) at the offices of the Company, commencing at 8:00 a.m. Mountain Time. Of the Company’s 14,802,789 shares of common stock issued and outstanding and eligible to vote as of the record date of December 12, 2025, a quorum of 8,273,664 shares, or approximately 55.9% of the eligible shares, were represented at the Annual Meeting either in person or by proxy. No broker non-votes were received.
A description of each matter voted upon at the Annual Meeting is described in detail in the Proxy Statement. The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:
Proposal 1 - Election of Directors
Each of the director nominees listed below were elected as directors for a one-year term, such term to continue until the annual meeting of stockholders in 2026 and until such directors’ successors are duly elected and qualified. Due to the plurality election, votes could only be cast in favor of or withheld from the nominee and thus votes against were not applicable. The results of the election were as follows:
| Name | Votes For | Votes Withheld | ||
| Anita Britt | 7,541,002 | 732,662 | ||
| David Hsu | 7,469,383 | 804,281 | ||
| James R. Lowe | 7,469,641 | 804,023 | ||
| Sonia Lo | 7,474,619 | 799,045 | ||
| Bradley J. Nattrass | 7,474,272 | 799,392 |
Proposal 2 – Approval of Plan Amendment
The Plan Amendment as described in Item 5.02 above was approved. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstained | ||
| 7,074,010 | 1,040,591 | 159,063 |
Proposal 3 – Ratification of Auditor
The appointment of Sadler, Gibb & Associates, LLC to serve as the Company’s independent registered public accounting firm for the year ended December 31, 2025 was ratified. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstained | ||
| 7,961,967 | 291,407 | 20,290 |
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Proposal 4 – Non-Binding Advisory Approval of Executive Compensation
The compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved on a non-binding, advisory basis. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstained | ||
| 7,532,157 | 656,324 | 85,183 |
Proposal 5 – Approval of Reverse Stock Split Authority
The amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the shares of the Company’s common stock at a ratio of not less than 1-for-2 and not greater than 1-for-25, with the exact ratio of, effective time of and decision to implement the reverse stock split to be determined by the Board of Directors, was approved. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstained | ||
| 7,973,361 | 299,858 | 445 |
Proposal 6 – Approval of Charter Amendment for Increase in Authorized Common Stock
The amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock to 200,000,000, was approved. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstained | ||
| 7,599,713 | 593,665 | 80,286 |
Proposal 7 – Approval of Adjournment of Annual Meeting
The proposal to adjourn the Annual Meeting, if necessary, in order to solicit additional proxies if there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Annual Meeting was approved. The results of the vote were as follows:
| Votes For | Votes Against | Votes Abstained | ||
| 7,507,991 | 740,792 | 24,881 |
Because Proposals 1 through 6 were approved, no such adjournment was deemed necessary.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The Company hereby files or furnishes, as applicable, the following exhibits:
| Exhibit No. | Description | |
| 10.1 | urban-gro, Inc. 2021 Stock Incentive Plan, as amended (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 20, 2026) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| URBAN-GRO, INC. | |||
| Date: January 30, 2026 | By: | /s/ Bradley Nattrass | |
| Name: | Bradley Nattrass | ||
| Title: | Chairman and Chief Executive Officer | ||
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