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

On July 9, 2020, at a Special Meeting of Stockholders (the "Special Meeting") of Standard Diversified Inc. (the "Company"), the stockholders of the Company voted on the (i) approval and adoption of the Agreement and Plan of Merger and Reorganization ("Merger Agreement"), dated as of April 7, 2020, by and among the Company, Turning Point Brands, Inc. ("Turning Point") and Standard Merger Sub, LLC, a wholly-owned subsidiary of Turning Point ("Merger Sub"), pursuant to which the Company will merge with and into Merger Sub (the "Merger") (the "Merger Proposal"); (ii) approval, on an advisory basis, of certain compensation that may be paid or become payable to named executive officers of the Company in connection with the Merger (the "Compensation Proposal"); (iii) approval of the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1 (the "Adjournment Proposal"); (iv) approval of the election of five directors of the Company to serve until the Company's 2021 annual meeting of stockholders, and all until their respective successors are duly elected and qualified (provided that if Proposal No. 1 is approved and the Merger is completed, the Company will be merged out of existence and will no longer have a board of directors, and there will be no Company 2021 annual meeting of stockholders) (the "Election Proposal"); (v) approval, on an advisory basis, of a resolution regarding named executive officer compensation for 2019 (the "2019 Compensation Proposal"); and (vi) approval, on an advisory basis, of a resolution regarding how frequently the Company will submit future advisory votes on executive officer compensation to the Company's stockholders (the "Frequency Proposal").

There were 8,886,152 shares of the Company's Class A Common Stock and 7,697,155 shares of the Company's Class B Common Stock outstanding and entitled to vote on the record date for the Special Meeting. The Class A and Class B Common Stock vote together as a single class. Shares of Class A Common Stock are entitled to one (1) vote per share while shares of Class B Common Stock are entitled to ten (10) votes per share. Of the 85,857,702 votes attributable to the shares of the Company's Common Stock outstanding and entitled to vote on the record date for the Special Meeting, shares representing votes were represented in person or by proxy at the Special Meeting, which number constituted a quorum.

At the Special Meeting, the Merger Proposal, the Compensation Proposal, the Election Proposal and the 2019 Compensation Proposal were all approved by the stockholders of the Company. Sufficient votes were received to approve the Adjournment Proposal, but such an adjournment was not necessary in light of the approval of the Merger Proposal. With respect to the Frequency Proposal, a substantial plurality of the votes was in favor of the "one year" option.

The final voting results from the Special Meeting were as follows:

Proposal 1. Approval of the Merger Agreement, and the transactions contemplated thereby, including the Merger.

Votes For Votes Against Abstentions Broker Non-


                                        Votes
80,980,433    16,310         90           0

Proposal 2. Approval, on an advisory basis, of certain compensation that may be paid or become payable to named executive officers of the Company in connection with the Merger.

Votes For Votes Against Abstentions Broker Non-


                                        Votes
80,619,753    366,954      10,126         0

Proposal 3. Approval of the adjournment of the Special Meeting to solicit additional proxies if there are not sufficient votes in favor of the Proposal No. 1.

Votes For Votes Against Abstentions Broker Non-


                                        Votes
80,959,235    37,239         359          0

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Proposal 4. Approval of the election of five directors of the Company to serve until the Company's 2021 annual meeting of stockholders, and all until their respective successors are duly elected and qualified.



      Nominee        Votes For  Withheld
Gregory H. A. Baxter 80,963,849  32,984

Thomas F. Helms, Jr. 80,838,224 158,609

David Glazek     80,645,055 351,778

  David M. Wurzer    80,977,891  18,942

  Arnold Zimmerman   80,963,916  32,917

Proposal 5. Approval, on an advisory basis, of a resolution regarding named executive officer compensation for 2019.

Votes For Votes Against Abstentions Broker Non-


                                        Votes
80,939,193    47,030       10,610         0

Proposal 6. Approval, on an advisory basis, of a resolution regarding how frequently the Company will submit future advisory votes on executive officer compensation to the Company's stockholders.



 One Year  Two Years Three Years Abstentions
80,967,351   1,564       702       27,216


Item 8.01. Other Events.

On July 8, 2020, the Company, along with other selling stockholders, priced a public offering of 2,000,000 shares of common stock, par value $0.01 per share (the "TPB Common Stock"), of Turning Point, at a public offering price of $23.50 per share. Cowen and Company, LLC was the underwriter for the offering. The other selling stockholders also granted the underwriter an option to purchase up to an additional 215,000 shares of TPB Common Stock during the two days following pricing. The underwriters exercised the option in full on July 9, 2020. The Company estimates that the net proceeds to the Company from this offering, before expenses, will be $40,396,500. This offering is expected to close on July 13, 2020. The underwriting agreement relating to the offering is filed as Exhibit 1.1 to this Report.

The Company intends to use approximately $24 million of the net proceeds of the offering to discharge liabilities in order to allow it to satisfy a closing condition in the Merger Agreement relating to the Merger (defined in Item 5.07). The Company will use the remainder of the net proceeds to purchase outstanding shares of the Company's Class A Common Stock from a fund managed by Standard General L.P. (together with the funds it manages, "Standard General"), at a price designed to cause the holders of the Company's Common Stock, other than Standard General, to receive in the Merger the same number of shares of TPB Common Stock that such holders would have received absent the sale of the shares of TPB Common Stock the proceeds of which were used to purchase shares from Standard General.


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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
  1.1         Underwriting Agreement, dated July 8, 2020

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