Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 23, 2021, AeroGrow International, Inc. (the "Company") held a Special Meeting of Stockholders of the Company (the "Special Meeting") held exclusively online via live webcast. As of January 8, 2021, the Company's record date for the Special Meeting (the "Record Date"), there were 34,328,036 shares of the Company's common stock outstanding, each entitled to one vote per share. At the Special Meeting, 29,466,652 shares of the Company's common stock outstanding and entitled to vote at the Special Meeting were represented via the virtual Special Meeting website or by proxy, constituting approximately 86% of the outstanding shares entitled to vote and a quorum to conduct business at the Special Meeting.

The final results for the proposal submitted to a vote of stockholders at the Special Meeting, as certified by the inspector of elections, is set forth below:

Proposal 1: To approve the merger agreement and the transactions contemplated thereby (including the merger).





                        For            Against       Abstain
                        27,968,993     1,487,407       10,252

No other proposals were submitted for stockholder action.

The proposal was approved by the requisite vote of the Company's common stock.

The consummation of the merger remains subject to the satisfaction or waiver of certain closing conditions set forth in the merger agreement approved by the Company's stockholders and is expected to close on or about February 26, 2021.

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