8-K

Cannabist Co Holdings Inc. (CBSTQ)

8-K 2025-09-25 For: 2025-09-24
View Original
Added on April 06, 2026

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

Date of Report (Date of Earliest Event Reported): September 24, 2025

____________________

THE CANNABIST COMPANY HOLDINGS INC.

(Exact Name of Registrant as specified in its charter)

____________________

British Columbia 000-56294 98-1488978
(State or Other Jurisdiction<br><br>of Incorporation) (Commission<br><br>File Number) (IRS Employer<br><br>Identification No.) 321 Billerica Road<br><br>Chelmsford, Massachusetts 01824
--- ---
(Address of principal executive offices) (Zip Code)

(978) 910-1486

(Registrant’s telephone number, including area code)

Not Applicable

(Registrant’s name or former address, if change since last report)

____________________

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:

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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

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).

Emerging Growth Company ☒

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 pursuant to Section 13(a) of the Exchange Act. ☐

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

At the annual general meeting of shareholders of the Company held virtually at 10:00 a.m. (Toronto time) on September 26, 2025 (the “Meeting”), the Company’s shareholders voted on the following proposals, which are described in detail in the Company’s definitive proxy statement and information circular filed with the United States Securities and Exchange Commission on September 3, 2025 (the “Circular”): (i) to elect seven (7) directors to serve on the Company’s board of directors until the next annual meeting of shareholders or until their successors are duly elected or appointed (“Proposal 1”), and (ii) to re-appoint PKF O’Connor Davies, LLP as the auditor of the Company to hold office until the next annual meeting of shareholders and to authorize the directors of the Company to fix the auditor’s remuneration (“Proposal 2”).

Set forth below are the final voting results with respect to each of the proposals acted upon at the Meeting, including the number of votes cast for and against (or withheld), and the number of abstentions and broker non-votes with respect to each such proposal.

Proposal 1: Election of Directors

At the Meeting, each of the following seven (7) nominees were elected to serve on the Company’s board of directors until the next annual meeting of shareholders or until their successors are duly elected or appointed, by a vote held by ballot in respect of each nominee as follows:

DIRECTORS FOR WITHHELD BROKER NON-VOTES
Michael Abbott 105,109,971 64,363,201 91,502,816
Jeff Clarke 120,601,114 48,872,058 91,502,816
David Hart 118,341,108 51,132,064 91,502,816
Julie Hill 94,344,029 75,129,143 91,502,816
Peter Lee 146,958,509 22,514,663 91,502,816
Thomas Lynch 146,958,473 22,514,699 91,502,816
Jonathan P. May 120,605,447 48,867,725 91,502,816

Proposal 2: Re-appointment of Auditor

At the Meeting, the shareholders voted to re-appoint PKF O’Connor Davies, LLP as the auditor of the Company to hold office until the next annual meeting of shareholders and to authorize the directors of the Company to fix the auditor’s remuneration, by a vote held by ballot as follows:

FOR AGAINST ABSTAIN BROKER NON-VOTES
256,774,373 0 4,201,615 -

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE CANNABIST COMPANY HOLDINGS INC.
By: /s/ David Sirolly
Name: David Sirolly
Title: Chief Legal Officer & General Counsel

Date: September 25, 2025