6-K
Glass House Brands Inc. (GLASF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
| For the month of June, 2023 | 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
SIGNATURES
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 29, 2023 | /s/<br> Kyle Kazan |
| By: Kyle Kazan | |
| Title: Chief Executive Officer |
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EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Report<br> of Voting Results dated June 28, 2023 |
| 99.2 | Press Release dated June 28, 2023 |
Exhibit 99.1
GLASS HOUSE BRANDS INC.
(the “Company”)
Annual General and Special Meeting of the Shareholders of the Company (the "Meeting")
held on Friday, June 23, 2023
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 shares^1^ of the Company represented in person or by proxy and entitled to vote at the Meeting that were voted FOR | Number and percentage of shares^1^ represented in person or by proxy and entitled to vote at the Meeting that were WITHHELD from voting |
|---|---|---|
| Kyle<br> Kazan | 240,557,134<br> (99.962%) | 90,289<br> (0.038%) |
| Graham<br> Farrar | 240,639,758<br> (99.997%) | 7,639<br> (0.003%) |
| Robert<br> (Jamie) Mendola | 240,637,408<br> (99.996%) | 10,015<br> (0.004%) |
| Humble<br> Lukanga | 240,020,642<br> (99.740%) | 625,755<br> (0.260%) |
| Jocelyn<br> Rosenwald | 239,936,363<br> (99.705%) | 711,060<br> (0.295%) |
| George<br> Raveling | 239,938,202<br> (99.705%) | 709,188<br> (0.295%) |
| Hector<br> De La Torre | 239,939,772<br> (99.706%) | 707,636<br> (0.294%) |
| Robert<br> (Bob) Hoban | 240,019,863<br> (99.739%) | 627,527<br> (0.261%) |
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 shares^2^ of the Company represented in person or by proxy and entitled to vote at the Meeting that were voted FOR | Number and percentage of shares^2^ represented in person or by proxy and entitled to vote at the Meeting that were WITHHELD from voting |
|---|---|---|
| Macias<br> Gini & O'Connell LLP | 268,530,049<br> (99.931%) | 185,732<br> (0.069%) |
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. | Amendment to the Articles of the Company |
|---|
At the Meeting, a special resolution amending the articles of the Company to extend the "sunset" date for the Multiple Voting Shares until June 29, 2027 was adopted, as follows:
| Class of Shares | Number and percentage of shares of the Company represented in person or by proxy and entitled to vote at the Meeting that were voted FOR | Number and percentage of shares represented in person or by proxy and entitled to vote at the Meeting that were voted AGAINST |
|---|---|---|
| All<br> Equity Shares^*^ | 25,109,497<br> (96.703%) | 856,195<br> (3.297%) |
| All<br> Equity Shares** | 20,664,943<br> (96.022%) | 856,195<br> (3.978%) |
| Subordinate<br> Voting Shares | 205,108<br> (96.514%) | 7,409<br> (3.486%) |
| Restricted<br> Voting Shares | 2,599,096<br> (96.676%) | 89,355<br> (3.324%) |
| Limited<br> Voting Shares | 22,305,293<br> (96.676%) | 766,840<br> (3.324%) |
| Multiple<br> Voting Shares | 237,748,950<br> (100.000%) | 0<br> (0.000%) |
* Equity shares refers to the Company's subordinate voting shares, restricted voting shares and limited voting shares, collectively.
** Excludes any votes cast by "interested parties" as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Numbers presented in this report are based on the final report of the scrutineer for the Meeting. Dated this 28^th^ day of June, 2023.
| GLASS HOUSE BRANDS INC. | |
|---|---|
| By: | /s/ Benjamin Vega |
| Benjamin Vega | |
| General Counsel and Corporate Secretary |
Exhibit 99.2
Glass House Brands AnnouncesVoting Results Following Annual General and Special Meeting
LONGBEACH, CA and TORONTO, June 28, 2023 // -- Glass House BrandsInc. ("Glass House" or the "Company") (NEO: GLAS.A.U) (NEO: GLAS.WT.U) (OTCQX: GLASF) (OTCQX:GHBWF) announces that, at the annual general and special meeting (the "Meeting") of shareholders of the Company that was held on June 23, 2023 at 11:00 a.m. (Pacific Time), the shareholders passed a special resolution to extend the "sunset" date for the Company's multiple voting shares from June 29, 2024 until June 29, 2027. This extension will allow the founders of the Company, who hold all of the multiple voting shares, to continue to pursue their vision for Glass House as the applicable legal and regulatory regime evolves.
Also at the Meeting, all eight 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 | 240,557,134<br> (99.962%) | 90,289<br> (0.038%) |
| Graham Farrar | 240,639,758<br> (99.997%) | 7,639<br> (0.003%) |
| Robert (Jamie) Mendola | 240,637,408<br> (99.996%) | 10,015<br> (0.004%) |
| Humble Lukanga | 240,020,642<br> (99.740%) | 625,755<br> (0.260%) |
| Jocelyn Rosenwald | 239,936,363<br> (99.705%) | 711,060<br> (0.295%) |
| George Raveling | 239,938,202<br> (99.705%) | 709,188<br> (0.295%) |
| Hector De La Torre | 239,939,772<br> (99.706%) | 707,636<br> (0.294%) |
| Robert (Bob) Hoban | 240,019,863<br> (99.739%) | 627,527<br> (0.261%) |
Note:
| (1) | The<br>shares entitled to vote on this resolution consist of the subordinate voting shares, restricted voting shares and multiple voting shares<br>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 and authorized the directors to fix the auditors’ remuneration.
Full details of the foregoing are contained in the Report of Voting Results for the Meeting which has been filed on SEDAR at www.sedar.com.
ABOUT GLASS HOUSE
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, Forbidden Flowers, 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://ir.glasshousebrands.com/contact/email-alerts/.
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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
T: (562) 264 5078
E: ir@glasshousebrands.com
Investor Relations Contact:
KCSA Strategic Communications
Phil Carlson / Jack Perkins
T: 212-896-1233
E: GlassHouse@kcsa.com