Greenlane Holdings, Inc 8-K, filed Jan 6, 2025
Greenlane Holdings, Inc. (GNLN)
About this 8-K
Greenlane Holdings, Inc filed this 8-K on January 6, 2025, reporting on events of December 31, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Barbara Sher
On December 31, 2024, the Board of Directors (the “Board”) of Greenlane Holdings, Inc (the “Company”) and its shareholders appointed Barbara Sher as a member of the Board, effective immediately. She has no arrangement or understanding with any person pursuant to which she was selected as a director of the Company.
Ms. Sher has previously served as the Company’s Chief Operations Officer beginning in November 2023and was appointed Chief Executive Officer in May 2024. She brings over 20 years of experience in senior executive roles at both large and small and public and private companies. Ms. Sher has served as SVP of Customer Experience at the Company since June 2022, and previously served as Senior Vice President of Retail Sales at Newfold Digital, Inc., Vice President of Business Development at Newfold Digital Inc., and as Vice President of Business Development at Web.com. Ms. Sher received her MBA from Seton Hall University and her B.A. in communications from The College of New Jersey
Appointment of Michael C. Howe
On December 31, 2024, the Board of the Company and its shareholders appointed Michael C. Howe as a member of the Board, effective immediately. He has no arrangement or understanding with any person pursuant to which he was selected as a director of the Company.
Michael Howe. Mr. Howe is a dynamic entrepreneur and leader with a proven track record of consumer business successes. From November 2018 to August 2019, he co-developed The Good Clinic concept (TGC), an innovative primary care clinic brand. Michael sold the concept to Mitesco in Mar 2020 and served as CEO until Sept 2022. He bought the concept back from Mitesco in Dec 2023. He is now actively involved with First Choice Healthcare Solutions to funded and expand the redesigned TGC. From January to present, Michael is serving as the independent director for P1, and Indianapolis based, PE funded dental services organization. During this same time period, Michael has served as executive coach for the entire Executive Leadership team of P1, a group of 8 executives ranging form VP to CEO and Founder. The focus of these efforts are providing strategic, operational, and personal executive guidance to the eight individuals. Michael’s entrepreneurial spirit, business acumen, and passion for developing others make him a standout figure in both the corporate and community sectors. We believe that Mr. Howe is qualified to serve as a member of the Board because of his extensive business background.
As a result of the voting results discussed below and the fact that Mr. Donald Hunter now meets the definition of an “independent director”, the Company has three independent directors. As of December 31, 2024, the audit committee now consists of Donald Hunter, Rena Persofsky and Michael Howe.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on December 31, 2024. As of the close of business on November 25, 2024, the record date for the Annual Meeting, there were 1,982,124 shares of Class A common stock.
Holders of 770,733 shares of the Company’s Class A common stock were present in person or represented by proxy at the Annual Meeting. The following are the voting results of the proposals submitted to Greenlane’s stockholders at the Annual Meeting:
Proposal 1: To elect the five individuals named in the proxy statement
| Director Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Donald Hunter | 175,332 | 16,266 | 3,371 | 575,736 | ||||
| Barbara Sher | 170,588 | 22,440 | 1,969 | 575,736 | ||||
| Renah Persofsky | 173,362 | 18,252 | 3,383 | 575,736 | ||||
| Aaron Locascio | 175,601 | 17,051 | 2,345 | 575,736 | ||||
| Michael C. Howe | 177,294 | 15,715 | 1,988 | 575,736 |
Proposal 2: To ratify the appointment of PKF O’Connor Davies, LLP as Greenlane’s independent registered public accounting firm for Greenlane’s fiscal year ending December 31, 2024.
| For | Against | Abstain | ||
| 747,948 | 13,469 | 9,316 |
Proposal 3: To approve and ratify an amendment to the 2019 Equity Incentive Plan, including the reservation of 317,568 shares of common stock thereunder (the “2019 Equity Incentive Plan”).
| For | Against | Abstain | ||
| 150,837 | 38,268 | 5,892 |
Proposal 4: To approve, in accordance with Nasdaq listing rule 5635(d), the amendment of the 2024 August Warrant (the “2024 August Warrant”) to purchase common stock in connection with an offering, and sale of securities of the Company that was consummated on August 13, 2024, to decrease the floor price provision in the event that the Company effects a Reverse Stock Split of its common stock in the future (the “Reverse Split Floor Price Decrease Proposal”)
| For | Against | Abstain | Broker Non-Votes | |||
| 109,871 | 38,399 | 46,727 | 575,736 |
Proposal 5: To approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the 2019 Equity Incentive Plan Proposal and/or the Reverse Split Floor Price Decrease Proposal (the “Adjournment Proposal”)
| For | Against | Abstain | Broker Non-Votes | |||
| 622,462 | 122,026 | 26,245 | 575,736 |
In accordance with the Company’s proxy statement dated December 4, 2024, as amended, each of the five (5) proposals was approved.
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 hereunto duly authorized.
| GREENLANE HOLDINGS, INC. | ||
| Dated: January 6, 2025 | By: | /s/ Lana Reeve |
| Lana Reeve | ||
| Chief Financial and Legal Officer | ||