Glass House Brands Inc 6-K, filed Jun 26, 2024
Glass House Brands Inc. (GLAS)
About this 6-K
Glass House Brands Inc filed this 6-K on June 26, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2024.
Commission File Number 000-56261
Glass House Brands Inc.
(Translation of registrant’s name into English)
3645 Long Beach Blvd.
Long Beach, California 90807
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
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 undersigned, thereunto duly authorized.
| Glass House Brands Inc. | |
| Date: June 25, 2024 | /s/ Kyle Kazan |
| By: Kyle Kazan | |
| Title: Chief Executive Officer |
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EXHIBIT INDEX
| Exhibit Number | Description | ||
| 99.1 | News Release, dated June 25, 2024 | ||
| 99.2 | Report of Voting Results, dated June 25, 2024 |
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Exhibit 99.1
Glass House Brands Inc. Announces Voting Results Following Annual General and Special Meeting
LONG BEACH, CA and TORONTO, June 25, 2024 // -- Glass House Brands Inc. ("Glass House" or the "Company") (CBOE CA: GLAS.A.U) (CBOE CA: GLAS.WT.U) (OTCQX: GLASF) (OTCQX:GHBWF), one of the fastest-growing, vertically integrated cannabis companies in the U.S., announces that, at the Company's annual general and special meeting (the "Meeting") of shareholders that was held on June 21, 2024 at 11:00 a.m. (Pacific Time), the Company's shareholders passed all of the resolutions put before them.
At the Meeting, all seven nominees for the board of directors of the Company were elected, the voting results of which are as follows:
| Number of Shares(1) | ||||
| Director | For | Withheld/Abstain | ||
| Kyle Kazan | 112,809,884 (99.85%) | 174,886 (0.15%) | ||
| Graham Farrar | 112,837,474 (99.87%) | 147,296 (0.13%) | ||
| John Nichols Jr. | 112,962,867 (99.98%) | 21,903 (0.02%) | ||
| Humble Lukanga | 112,920,109 (99.94%) | 64,661 (0.06%) | ||
| Jocelyn Rosenwald | 112,787,102 (99.83%) | 197,668 (0.17%) | ||
| George Raveling | 112,941,726 (99.96%) | 43,044 (0.04%) | ||
| Yelena Katchko | 112,947,478 (99.97%) | 37,292 (0.03%) | ||
Note:
| (1) | The shares entitled to vote on this resolution consist of the subordinate voting shares, restricted voting shares and multiple voting shares of the Company. The limited voting shares of the Company are not entitled to vote on the election of directors. |
Shareholders also approved the re-appointment of Macias Gini & O'Connell LLP as auditors of the Company for the ensuing year, authorized the directors to fix the auditors' remuneration, and approved the renewal of the Company's Omnibus Equity Incentive Plan for a further three years.
Full details of the foregoing are contained in the Report of Voting Results for the Meeting which has been filed on SEDAR+ at www.sedarplus.ca.
ABOUT GLASS HOUSE BRANDS INC.
Glass House is one of the fastest-growing, vertically integrated cannabis companies in the U.S., with a dedicated focus on the California market and building leading, lasting brands to serve consumers across all segments. From its greenhouse cultivation operations to its manufacturing practices, from brand-building to retailing, the company's efforts are rooted in the respect for people, the environment, and the community that co-founders Kyle Kazan Chairman and CEO, and Graham Farrar Board Member and President, instilled at the outset. Through its portfolio of brands, which includes Glass House Farms, PLUS Products, Allswell and Mama Sue Wellness, Glass House is committed to realizing its vision of excellence: outstanding cannabis products, produced sustainably, for the benefit of all. For more information and company updates, visit www.glasshousebrands.com and https://glasshousebrands.com/press-releases/.
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For further information, please contact:
Glass House Brands Inc.
John Brebeck, Vice President of Investor Relations
T: (562) 264 5078
E: ir@glasshousebrands.com
Mark Vendetti, Chief Financial Officer and Corporate Secretary
T: (562) 264 5078
E: ir@glasshousebrands.com
Investor Relations Contact:
KCSA Strategic Communications
Phil Carlson
T: 212-896-1233
E: GlassHouse@kcsa.com
Exhibit 99.2
GLASS HOUSE BRANDS INC.
(the "Company")
Annual General and Special Meeting of the Shareholders of the Company (the "Meeting") held on Friday, June 21, 2024
REPORT OF VOTING RESULTS
In accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, the matters voted upon and the outcome of voting at the Meeting are as follows:
| 1. | Election of Directors |
At the Meeting, each of the following eight nominees were elected as directors of the Company as follows:
| Director | Number and percentage of shares1 of the Company represented in person or by proxy and entitled to vote at the Meeting that were voted FOR |
Number and percentage of shares1 of the Company represented in person or by proxy and entitled to vote at the Meeting that were WITHHELD from voting | ||
| Kyle Kazan | 112,809,884 (99.85%) | 174,886 (0.15%) | ||
| Graham Farrar | 112,837,474 (99.87%) | 147,296 (0.13%) | ||
| John Nichols Jr. | 112,962,867 (99.98%) | 21,903 (0.02%) | ||
| Humble Lukanga | 112,920,109 (99.94%) | 64,661 (0.06%) | ||
| Jocelyn Rosenwald | 112,787,102 (99.83%) | 197,668 (0.17%) | ||
| George Raveling | 112,941,726 (99.96%) | 43,044 (0.04%) | ||
| Yelena Katchko | 112,947,478 (99.97%) | 37,292 (0.03%) |
Note 1: The shares entitled to vote on this resolution consist of the subordinate voting shares, restricted voting shares and multiple voting shares of the Company. Pursuant to the Company's Articles, the limited voting shares of the Company are not entitled to vote on the election of directors.
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| 2. | Re-appointment of Auditor |
At the Meeting, Macias Gini & O'Connell LLP was re-appointed as the auditor of the Company for the ensuing year and the directors of the Company were authorized to fix the remuneration of the auditor, as follows:
| Auditor | Number and percentage
of shares2 of the Company represented in person or by proxy and entitled to vote at the Meeting that were voted FOR |
Number and percentage of shares2 of the Company represented in person or by proxy and entitled to vote at the Meeting that were WITHHELD from voting | ||
| Macias Gini & O'Connell LLP | 221,369,393 (100.00%) | 7,974 (0.00%) |
Note 2: The shares entitled to vote on this resolution consist of the subordinate voting shares, restricted voting shares, limited voting shares and multiple voting shares of the Company.
| 3. | Renewal of Omnibus Equity Incentive Plan |
At the Meeting, a resolution approving the renewal of the Company's Omnibus Equity Incentive Plan and approving the unallocated options, rights and other entitlements issuable thereunder was adopted, as follows:
| Number and percentage of shares3 of the Company represented in person or by proxy and entitled to vote at the Meeting that were voted FOR | Number and percentage of shares3 of the Company represented in person or by proxy and entitled to vote at the Meeting that were voted AGAINST | |
| 214,187,293 (99.91%) | 203,531 (0.09%) |
Note 3: The shares entitled to vote on this resolution consist of the subordinate voting shares, restricted voting shares, limited voting shares and multiple voting shares of the Company.
Numbers presented in this report are based on the final report of the scrutineer for the Meeting.
Dated this 25th day of June, 2024.
| GLASS HOUSE BRANDS INC. | ||
| By: | /s/ Benjamin Vega | |
| Benjamin Vega General Counsel and Corporate Secretary | ||