Item 5.07 Submission of Matters to a Vote of Stockholders.

On June 6, 2023, Hydrofarm Holdings Group, Inc. (the "Company") held its 2023 annual meeting of stockholders (the "Annual Meeting") via live webcast on the Internet. Of the 45,362,276 shares of common stock issued and outstanding and eligible to vote as of the record date of April 10, 2023, a quorum of 28,194,087 shares, or 62.15% of the eligible shares, was present at the meeting or represented by proxy.

The following actions were taken at the Annual Meeting:



1.The following nominees were reelected to serve on the Board as Class III
Directors until the 2026 annual meeting of stockholders, based on the following
votes:

       NAME                FOR           WITHHELD        BROKER NON-VOTES
Richard D. Moss           14,869,781      3,727,159               9,597,147
Susan P. Peters           15,277,691      3,919,249               9,597,147

2.The affirmative vote of a majority of all outstanding common stock, which equates to approximately 22.7 million shares, was required to approve the amendment to the Company's Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. Abstentions and broker non-votes were required to be treated as votes against this proposal. While a significant majority of the voted shares, representing approximately 16.6 million shares, were in favor of this proposal, the amendment to the Amended and Restated Certificate of Incorporation was not approved because an affirmative vote of a majority of all outstanding common stock was not received. The voting results were as follows:



     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
    16,585,979      1,923,327         87,634               9,597,147

3.The stockholders of the Company approved, on an advisory basis, the compensation of the Company's named executive officers. The following is a breakdown of the voting results:



     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
    17,384,648      1,108,004        104,288               9,597,147

4.The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, based on the following votes:



     FOR            AGAINST        ABSTAIN
    27,835,751        128,221        230,115

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