On November10, 2020, our board of directors nominated Mr.William Toler and Mr.Patrick Chung for election at the annual meeting. Any request for such a transaction must first be presented to our Audit Committee for review, consideration and approval. Mr.Chung currently serves as the Vice President of Finance at Serruya Private Equity Inc., which he joined in March 2018. Narrative Disclosure to Summary Compensation Table. To attend the virtual annual meeting, go to, Householding of Annual Disclosure Documents. Ms.Denis is a Certified Public Accountant and received her degree in accounting and her Masters of accounting and tax from the University of North Texas. SEC Filings. Mr.Toler was granted 1,034,431 and 413,772 RSUs in January 2019 and December 2019, respectively. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone. Audit fees include fees and related expenses for professional services rendered in connection with the annual audit of the Companys financial statements and the review of the Companys interim financial statements, as well as fees for services that generally only the independent registered public accounting firm can be reasonably expected to provide, including comfort letters, consents, and review of registration statements filed with the SEC including fees related to our initial public offering in the year ended December31, 2020. Unless authority to vote for either of the nominees is withheld, the shares represented by the enclosed proxy will be voted FOR the election of Mr.Toler and Mr.Chung as directors. The following table outlines the stock ownership guidelines for our executives. The 2020 Plan provides that the total number of shares of our common stock reserved for issuance thereunder will automatically increase on January 1. Prior to January 2015, Mr.Chung served as an Associate of Risk Assurance Services at PricewaterhouseCoopers Canada. Mr.Peter Wardenburg is the natural person with voting and investment power over the shares held by Wardenburg 2009 Family Trust. It is designed to attract, retain and reward nonemployee directors. FAIRLESS HILLS, Pa., June 21, 2021 (GLOBE NEWSWIRE) -- Hydrofarm Holdings Group, Inc. ("Hydrofarm" or the "Company") (Nasdaq: HYFM), a leading distributor and manufacturer of hydroponics. These RSUs vest over four years, with 25% vesting on the first anniversary of the grant date and the remainder vesting in 36 equal monthly installments thereafter. Ms.Persofsky has served as the Chief Executive Officer of Strajectory Corp. since 2010 and as an executive consultant of Canadian Imperial Bank of Commerce since 2011. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. The affirmative vote of a majority of the shares cast for this proposal is required to ratify the selection of our independent registered public accounting firm. Mr.Moss received a B.A. Audit related fees consist of fees and related expenses for products and services other than services described under Audit Fees. The Audit Committee shall adopt any further policies and procedures relating to the approval of Related Person Transactions that it deems necessary or advisable from time to time. The Company reports its financial results in accordance with U.S. GAAP. There were no amounts billed for audit-related fees during the year ended December31, 2019. Stock Ownership Guidelines for Non-Employee Directors. We hope you will be able to attend the annual meeting. The Indemnification Agreements also provide for the advancement of expenses in connection with a proceeding prior to a final, non-appealable judgment or other adjudication, provided that the indemnitee provides an undertaking to repay to us any amounts advanced if the indemnitee is ultimately found not to be entitled to indemnification by us. We will pay all of the costs of soliciting these proxies. FAIRLESS HILLS, Pa., July 01, 2021 (GLOBE NEWSWIRE) -- Hydrofarm Holdings Group, Inc. ("Hydrofarm") (Nasdaq: HYFM), a leading distributor and manufacturer of hydroponics equipment and. About Innovative Growers Equipment Inc. You will be able to attend our annual meeting, vote and submit your questions during the meeting by visiting, In this proxy statement, we refer to Hydrofarm Holdings Group, Inc. as Hydrofarm, the Company, we and us.. Non-employee directors are required to hold five times the 2020 annual cash retainer for non-employee directors. The Compensation Committee has authorized Korn Ferry to interact with management on behalf of the Compensation committee, as needed in connection with advising the Compensation Committee, and Korn Ferry is included in discussions with management and, when applicable, the Compensation Committees outside legal counsel on matters being brought to the Compensation Committee for consideration. As of April15, 2021, all of our named executive officers have met their current stock ownership requirements. We leased the Petaluma HQ on a month-to-month basis. We intend to commence distribution of the Important Notice Regarding the Availability of Proxy Materials, which we refer to throughout this proxy statement as the Notice, and, if applicable, proxy materials to stockholders on or about April26, 2021. Ms.Peters, Ms.Persofsky, Mr.Chung, Mr.Moss and Ms.Denis qualify as independent directors. For more than 40 years, Hydrofarm has helped growers in the U.S. and Canadian markets make growing easier and more productive. Mr.Chris Payne is the natural person with voting and investment power over the shares held by Payne Capital Corp and by Mr.Payne. Fitzhugh Taylorir@hydrofarm.com, Media Contacts: Our board of directors proposes that the stockholders ratify this appointment. During the year ending December31, 2020, we made awards of 829,926 RSUs and options to purchase up to 150,119 shares of common stock. ET on Tuesday, June8, 2021. In light of the Companys recent performance, developments in the industry and acquisition activities, the Company is providing the following updated outlook for the full fiscal year 2021: The Companys 2021 outlook incudes the following updated assumptions: Since the Company has recently completed four acquisitions with the closing of one additional acquisition pending in Q4 2021 (with only a partial year contribution from each acquisition embedded within the outlook above), the Company estimates that on a pro forma full year basis as if all five acquisitions had occurred on January 1, 2021, the Company would have expected to generate between approximately $580 million and $600 million of net sales and $85 and $95 million of Adjusted EBITDA. Prior to engagement of an independent registered public accounting firm for the next years audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval. Mr.Moss served as Chief Financial Officer of Hanesbrands Inc., a leading Fortune 500 apparel company, from October 2011 until October 2017, after which he served in an advisory role at Hanesbrands until his retirement on December31, 2017. In reviewing, considering, and approving or rejecting such transactions, the Audit Committee shall obtain, or shall consider all available information that the Audit Committee believes to be relevant to a review of the transaction prior to its approval including, but not limited to, the extent of the related persons interest in the transaction, and whether the transaction is on terms no less favorable to the Company than terms the Company could have generally obtained from an unaffiliated third party under the same or similar circumstances. All stockholders are cordially invited to attend the virtual annual meeting. Mr.Fitch holds a B.S. Under the agreement, if Mr.Tolers employment is terminated by us without cause (as defined in the employment agreement), or Mr.Toler resigns for good reason (as defined in the employment agreement), Mr.Toler will (i)have the right to receive an amount equal to the greater of $250,000 or six months of his base salary and the reimbursement of health premiums until the earlier of six months following termination, the date on which healthcare coverage is obtained from another source or until he ceases to be entitled to continuing coverage under our health plan, (ii)receive a salary true-up bonus if his employment terminates before September30. In 2020, aggregate rent expense totaled approximately $1.3million. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR. In addition, an award of 296,630 RSUs was made to Mr.Michael Rapoport which vests over time and only vests if certain trading price objectives are met following the offering. Title of each class of securities to which transaction applies: Aggregate number of securities to which transaction applies: Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Proposed maximum aggregate value of transaction: Fee paid previously with preliminary materials. Consists only of securities remaining available for future issuance under the 2020 Plan. Despite the disruption, we continue to believe our long-term growth algorithm remains intact and that we are uniquely positioned to capitalize on the unprecedented expansion of Controlled Environment Agriculture. If you encounter any difficulties accessing the virtual annual meeting during the check-in or meeting time, please call the phone number displayed on the virtual annual meeting website. retired following 38years of service. Hydrofarm Threshold criteria include: personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of our industry, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on our board of directors, and concern for the long-term interests of our stockholders. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Approximately 5,000 human resource employees worked under her leadership. a statement whether or not either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of voting shares sufficient to carry the proposal. If your shares are registered in your name or if you have stock certificates, they will not be counted if you do not vote as described above under How Do I Vote? If your shares are held in street name and you do not provide voting instructions to the bank, broker or other nominee that holds your shares as described above, the bank, broker or other nominee that holds your shares has the authority to vote your unvoted shares only on the ratification of the appointment of our independent registered public accounting firm (Proposal 2 of this proxy statement) without receiving instructions from you. You can choose this option and save us the cost of producing and mailing these documents by: following the instructions provided on your Notice or proxy card; following the instructions provided when you vote over the Internet; or, The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April15, 2021 for (a) the executive officers named in the Summary Compensation Table on page, All directors and current executive officers as a group eight (8) persons. Hydrofarm expects IGE to generate approximately $48.0 million in net sales in 2021, representing significant growth from the prior year. Votes of stockholders of record who are present at the annual meeting in person or by proxy, abstentions, and broker non-votes are counted for purposes of determining whether a quorum exists. Investor Relations Corporate Profile Hydrofarm is a leading manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture, including grow lights, climate control solutions, grow media and nutrients, as well as broad portfolio of innovative and proprietary branded products. Represents 52,942 shares of our common stock and 16,757 shares of common stock that will vest within 60 days of April15, 2021. Mr.Lindeman has also served as a director of Utz Brands, Inc. (NYSE: UTZ) since September 2020. If your shares are not registered in your own name and you plan to vote your shares at the time of the virtual annual meeting, you should contact your broker or agent to obtain a legal proxy or brokers proxy card and vote your shares online at the time of the annual meeting. In the event that either nominee becomes unable or unwilling to serve, the shares represented by the enclosed proxy will be voted for the election of such other person as our board of directors may recommend in that nominees place. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. In February 2020, we entered into an offer letter with Mr.Lindeman, to serve as Chief Financial Officer. Mr.Lindeman joined the Company as Chief Financial Officer in March 2020. Under these circumstances, he will not be entitled to any other form of compensation from us, including any severance benefits, other than any rights to which he is entitled our benefit programs, stock option plan or equity grant documents between him and us. Such awards vest on June14, 2021 after six months of service. The fees are budgeted and the Audit Committee requires our independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. The Company defines Adjusted EBITDA as net income (loss) excluding interest expense, income taxes, depreciation and amortization, share-based compensation, employer payroll taxes on share-based compensation and other unusual and/or infrequent costs (i.e., impairment, restructuring and other expenses, acquisition-related expenses, loss on debt extinguishment, distribution center exit costs and other expense, net), which the Company does not consider in its evaluation of ongoing operating performance. board of directors assessment of his performance and our attainment of goals as determined by our board of directors and guarantees fifty percent of the pro-rated amount of the annual performance bonus for his first year of employment. FAIRLESS HILLS, Pa., Oct. 26, 2021 (GLOBE NEWSWIRE) -- Hydrofarm Holdings Group, Inc. ("Hydrofarm" or the "Company") (Nasdaq: HYFM), a leading distributor and manufacturer of hydroponics equipment and supplies for controlled environment agriculture ("CEA"), announced it has entered into an agreement to acquire Illinois-based Innovative Growers E. To elect two (2) class I directors to serve three-year terms expiring in 2024; To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December31, 2021; and. Our board of directors is soliciting your proxy to vote at the 2021 annual meeting of stockholders to be held virtually via live webcast, on Tuesday, June8, 2021, at 11:00 a.m. Represents beneficial ownership of less than 1% of the outstanding shares of our common stock. in finance and marketing from Arizona State University. ET, on Tuesday, June8, 2021. Ms.Denis has served as a member of the Board of Regents for the University of North Texas System since January 2020, an advisory board member of Women Corporate Directors since 2011, and a board member of Enactus, a global non-profit, since 2019. Ms.Peters was first appointed as an officer at GE in 1997. Mr.Lindemans offer letter provides for, among other things, base salary, annual performance bonus and severance payments. The Audit Committee may delegate pre-approval authority to one or more of its members. Mr.Lindeman was granted 402,151 RSUs in March 2020. In March 2020 we relocated our headquarters to 290 Canal Road, Fairless Hills, Pennsylvania 19030. As a result of public health and travel guidance due to COVID-19, this years annual meeting will be a virtual meeting via live webcast on the internet. The presence, in person or by proxy, of the holders of a majority of the voting power of all outstanding shares of our common stock entitled to vote at the annual meeting is necessary to constitute a quorum at the annual meeting. Rothschild & Co. is serving as financial advisor and Mintz is serving as legal advisor to Hydrofarm. The transaction is expected to be accretive to Hydrofarm, as the Company will now pick up IGEs manufacturing profit margin profile, in addition to the portion of IGE sales that it did not previously represent. Effective April1, 2021, Mr.Tolers base salary increased to $600,000 and his annual performance bonus increased to one hundred percent of his base salary rate. The transaction is expected to close in early November 2021. The primary responsibility of our board of directors is to oversee our management and, in doing so, serve our best interests and the best interests of our stockholders.
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