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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report: May 4, 2023

(Date of earliest event reported)

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TOOTSIE ROLL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

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7401 South Cicero Avenue
Chicago, IL 60629
(Address of principal executive offices)

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Registrant’s telephone number including area code: (773) 838-3400

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Not Applicable
(Former name or former address if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13 e-4(c) under the Exchange Act (17 CFR 240.13 e-4(c))

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Securities registered pursuant to Section 12(b) of the Act:

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

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At the Annual Meeting of Shareholders of Tootsie Roll Industries, Inc. (the "Company") held on May 1, 2023, the proposals listed below were submitted to a vote of the shareholders. The proposals are described in the Company's definitive proxy statement for the annual meeting previously filed with the Securities and Exchange Commission. Each of the proposals was approved by the shareholders pursuant to the voting results set forth below.

Proposal 1 - Election of Directors

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The five nominees for the Board of Directors were elected to hold office until the next annual meeting of stockholders and until their successors are elected and duly qualified. The tabulation of votes was:

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Proposal 2 – Ratification of Appointment of Grant Thornton LLP as the Independent Registered Public Accounting Firm of the Company for 2023

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The appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for fiscal year ending December 31, 2023 was ratified by a vote of 316,147,660 for the motion and 4,418,201 against the motion. Abstain votes were 36,395 and broker non-votes were 0.

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Proposal 3 – Approval of Executive Compensation of the Named Executive Officers of the Company

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A shareholder advisory on named executive officer compensation for fiscal 2022 was approved by vote of 305,626,468 for the motion and 11,309,543 against the motion. Abstain votes were 81,702 and broker non-votes were 3,584,543.

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Proposal 4 – Approval of the Frequency of Shareholder Votes on Named Executive Officer Compensation

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A shareholder advisory on named executive officer compensation will be held every three years by a vote of 12,003,724 for one year, 165,239 for two years and 304,651,364 for three years. Abstain votes were 197,356 and broker non-votes were 3,584,573.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the under-signed thereunto duly authorized.

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