Turning Point Brands, Inc. (TPB)
NYSE: TPB · Real-Time Price · USD
89.99
-1.53 (-1.67%)
May 22, 2026, 4:00 PM EDT - Market closed
← View all transcripts

AGM 2026

May 4, 2026

Brittani Cushman
SVP, General Counsel, and Secretary, Turning Point Brands

Evening. I am Brittani Cushman, Senior Vice President, General Counsel, and Secretary of the Board of Turning Point Brands. It is my pleasure to welcome you to this virtual annual meeting of stockholders. Before we begin the business portion of this meeting, there are several individuals I would like to acknowledge. First, I would like to introduce and recognize the current members of our Board of Directors who are with us on the call today. David E. Glazek, our Executive Chairman and a Director. Graham A. Purdy, our President and CEO and a Director. Gregory H. A. Baxter, a Director. John A. Catsimatidis Jr., a Director. H.C. Charles Diao, a Director and Chair of our Audit Committee. Ashley Davis Frushone, our Lead Independent Director and Chair of our Nominating and Governance Committee. Rohith Reddy, a Director. Kathleen M. Shanahan, a Director.

Stephen Usher, a Director and Chair of our Compensation and Talent Committee, and Lawrence S. Wexler, a Director and our former CEO. In addition to our directors, two key members of the Company's Senior Management Team are also present on the call. Andrew Flynn, Senior Vice President and Chief Financial Officer, and Summer Frein, Senior Vice President and Chief Growth Officer. Also present today on the call are Daniel Heekin and Carrie Person of KPMG LLP, our independent auditors. At today's meeting, we will cover the matters described in the proxy statement dated March 25th, 2026 to stockholders of record as of the close of business on March 12th, 2026. I have a list of stockholders entitled to notice of the meeting and proper notice has been given to such stockholders.

I also have a certified list of the stockholders of record as of the close of business on March 12, 2026, the record date. This list has been available for inspection by stockholders during the past 10 days and remains available for inspection during the meeting. Further, the affidavit certifying that proper notice of the meeting was given to each of these stockholders will be filed with the minutes of this meeting. The company has appointed Brooke Egan and Christopher Coyle to serve as inspectors of election of the meeting. As inspectors, they have been duly sworn and have taken and signed an oath to faithfully execute their duties as prescribed by Delaware law and the company's organizational documents with strict impartiality and to the best of their ability. The oaths will be filed with the minutes of this meeting.

Further, as the inspectors of election, they have presented their preliminary report to the chairman indicating the presence of a quorum. The meeting is properly constituted for the transaction of business. The matters to be acted upon at the meeting will be considered in the order set out in the proxy statement. If there are stockholders attending this virtual meeting who have not voted already by proxy or who wish to change their previous proxy vote, please log in as a shareholder by entering the 16-digit control number you received with your proxy materials. If you have voted your shares prior to the start of the meeting, your vote has been received by the company's inspector of elections, and there is no need to vote those shares during the meeting unless you wish to revoke or change your vote.

The report of the inspectors with respect to all the votes cast will be given at the conclusion of the vote on all items. Questions received during the meeting that are unrelated to the proposals will be addressed as a part of the earnings call later this week. The time is now 5:04 P.M. Eastern Time, and I will pause for a moment to allow for electronic voting on all proposals to commence. Voting will remain open until the end of discussion of all proposals. The first order of business is the election of directors. The following individuals nominated by the Board of Directors are the only persons properly nominated to serve as members of the Board of Directors in accordance with the company's bylaws.

David E. Glazek, Graham A. Purdy, Gregory H. A. Baxter, John A. Catsimatidis Jr., H.C. Charles Diao, Ashley Davis Frushone, Rohith Reddy, Kathleen M. Shanahan, Stephen Usher, Lawrence S. Wexler. The nominations are closed. I will pause for any comments submitted via the ask a question box or electronically through the virtual meeting website. Is there any discussion? Discussion is closed. The next item of business to be acted upon is the ratification of the appointment of KPMG LLP as independent auditors for the fiscal year ending December 31st, 2026. The matter for the vote is resolved that the company stockholders hereby ratify the appointment by the audit committee of the company's Board of Directors of KPMG LLP as the company's independent auditors for the fiscal year ending December 31st, 2026. Is there any discussion? Discussion is closed.

The next item of business to be acted upon is the executive officer compensation. The matter for the vote is resolved, that the compensation paid to the company's named executive officers as disclosed pursuant to item 402 of Regulation S-K in the company's proxy statement, including the compensation discussion and analysis, compensation tables, and narrative discussion contained therein is hereby approved. Is there any discussion? Discussion is closed. Daniel Heekin and Carrie Person of KPMG LLP are present and available to answer any appropriate questions after the meeting. The time is now 5:06 P.M., and voting is now closed. The inspectors of election have presented their report to me, which is as follows. First, all of the 10 nominees have been elected as directors. Second, the proposal to ratify the appointment of KPMG LLP as independent auditors for the company has been adopted.

Third, the proposal to approve named executive officer compensation has been adopted. The report is available for inspection by stockholders and will be filed with the minutes of this meeting. At the request of our Board, at this time, there being no further business, I will adjourn the meeting at 5:07 P.M.

Operator

This concludes today's meeting. Thank you for joining, and have a wonderful rest of your day.

Powered by