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

Turning Point Brands, Inc. held its Annual Meeting of Stockholders on April 27, 2022, at which the following matters were voted upon:

(1) Election of Directors;

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

December 31, 2022;

(3) Approval, on an advisory basis, of the frequency of advisory votes to

approve named executive

officer compensation; and

(4) Advisory vote to approve named executive officer compensation.

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       11,647,317              370,961                 -
H.C. Charles Diao         11,820,836              197,442                 -
Yavor Efremov             11,867,235              151,043                 -
Ashley D. Frushone        11,822,922              195,356                 -
David Glazek              11,786,200              232,078                 -
Assia Grazioli-Venier     11,854,607              163,671                 -
Stephen Usher             11,848,422              169,856                 -
Lawrence S. Wexler        11,649,748              368,530                 -
Arnold Zimmerman          11,856,952              161,326                 -



    (2)   Ratification of RSM US LLP as independent auditors for the year ending
          December 31, 2022:


For                  14,851,706
Against                  15,585
Abstain                   2,759
Broker Non-Votes              -



    (3)   Approval, on an advisory basis, of the frequency of advisory votes to
          approve named executive officer compensation:


Every 1 Year         11,808,590
Every 2 Years            29,808
Every 3 Years           157,140
Abstain                  22,740
Broker Non-Votes              -

(4) Advisory vote to approve named executive officer compensation:




For                  11,762,012
Against                 215,337
Abstain                  40,929
Broker Non-Votes      2,851,772

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