Item 5.07(a) and (b): Submission of Matters to a Vote of Security Holders.

On May 1, 2020, 22nd Century Group, Inc. (the "Company") held an annual meeting of its stockholders to vote on the following proposals:

Proposal One: To elect two Class III directors, Clifford B. Fleet and Roger D. O'Brien, to serve until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified. In accordance with the voting results listed below, each of the nominees were elected to serve as directors.

Nominee For Withheld Broker Non-Votes Clifford B. Fleet 17,288,027 4,848,803 63,511,909 Roger D. O'Brien 17,637,587 4,499,243 63,511,909

Proposal Two: To approve an advisory resolution on executive compensation for fiscal year 2019. In accordance with the voting results listed below, the Company's executive compensation for fiscal year 2019 has been approved.





   For      Against  Abstain Broker Non-Votes
13,760,845 7,893,494 482,491    63,511,909

Proposal Three: The audit committee of the Board of Directors selected the accounting firm of Freed Maxick CPAs, P.C. to serve as the Company's independent registered certified public accounting firm for the year 2020. The audit committee directed that the appointment of the independent accountants be submitted for ratification by the stockholders at the annual meeting. Therefore, in accordance with the voting results listed below, Freed Maxick CPAs, P.C. will serve as the independent registered certified public accountants for the year 2020.





                             For      Against   Abstain
                          74,183,450 4,118,751 7,346,538

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