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

Turning Point Brands, Inc. held its Annual Meeting of Stockholders on May 4, 2021, at which the following matters were voted upon:

(1) Election of Directors;

(2) Approval of the Turning Point Brands, Inc. 2021 Equity Incentive Plan; and

(3) Ratification of RSM US LLP as independent auditors for the year ending

December 31, 2021.

The final number of votes cast with respect to each matter is set out below:



  (1) Election of Directors:



                                                      Broker Non-
Nominee                 Votes For    Votes Withheld      Votes
Gregory H.A. Baxter     14,011,798           26,180             -
H.C. Charles Diao       13,982,596           55,382             -
Ashley D. Frushone      13,982,311           55,667             -
David Glazek            13,868,215          169,763             -
Assia Grazioli-Venier   14,011,518           26,460             -
Stephen Usher           13,913,743          124,235             -
Lawrence S. Wexler      14,029,649            8,329             -
Arnold Zimmerman        13,984,725           53,253             -



  (2) Approval of the Turning Point Brands, Inc. 2021 Equity Incentive Plan



For              13,920,788
Against             106,429
Abstain              10,761

Broker Non-Votes 2,512,822





  (3) Ratification of RSM US LLP as independent auditors for the year ending
      December 31, 2021:



For              16,384,791
Against             156,614
Abstain               9,395
Broker Non-Votes          -


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