UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 |
Non-Employee Director Compensation
On February 9, 2024, the Board of Directors (the “Board”) of 22nd Century Group, Inc. (the “Company”) voted to waive any cash compensation for non-employee directors for the fourth quarter of 2023 and the first quarter of 2024.
The Board also approved a proposal to reduce non-employee director compensation for the remainder of 2024. Each non-employee independent director shall receive an annual cash retainer of $20,000, with the following supplemental annual cash retainers for the Board positions described below. Non-independent directors shall not receive an annual cash retainer.
| Board Position | Annual Cash Retainer |
| Independent Board Chair or Lead Independent Director | $ 20,000 |
| Audit Committee Chair | $ 10,000 |
| Compensation Committee Chair | $ 5,000 |
| Corporate Governance and Nominating Committee Chair | $ 5,000 |
| Member of a Board Committee | $ 5,000 |
The Board also voted to forgo any equity compensation grants for directors in 2024.
Item 7.01: Regulation FD Disclosure.
On February 13, 2024, the Company issued a press release regarding the reduction in Board compensation. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01(d): Financial Statements and Exhibits.
Exhibit 99.1 Press Release dated February 13, 2024
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.
| 22ND CENTURY GROUP, INC. | |||
| /s/ Lawrence Firestone | |||
| Date: February 13, 2024 | Lawrence Firestone | ||
| Chief Executive Officer |