GTBIF 8-K
Green Thumb Industries Inc. (GTBIF)
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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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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).
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 provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below in Item 5.07, on June 11, 2025, the shareholders of Green Thumb Industries Inc. (the “Company”) approved an amendment to the Company’s 2018 Share and Incentive Plan, as amended (the “Plan”), to increase the number of shares available to be granted thereunder from 10% of the number of the Company’s Subordinate Voting Shares outstanding as of the date of each grant, including the number of Subordinate Voting Shares issuable on conversion of the Company’s Super Voting Shares and Multiple Voting Shares, to 15% (the “Plan Amendment”). The Plan Amendment was included as Proposal No. 5 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2025 (the “Proxy Statement”). The Plan is described in more detail in the Proxy Statement.
The foregoing description and the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, which is included as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2025 Annual and Special Meeting of Shareholders of the Company held on June 11, 2025, the Company’s shareholders:
Proposal No. 1: Setting the number of directors of the Company at seven:
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FOR |
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AGAINST |
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314,736,273 |
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830,409 |
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Proposal No. 2: Election of directors:
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FOR |
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WITHHOLD |
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BROKER NON-VOTES |
Dawn Wilson Barnes |
253,987,110 |
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10,734,076 |
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50,845,496 |
Anthony Georgiadis |
253,475,424 |
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11,245,762 |
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50,845,496 |
Jeffrey Goldman |
250,963,096 |
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13,758,090 |
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50,845,496 |
Benjamin Kovler |
250,648,525 |
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14,072,661 |
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50,845,496 |
Ethan Nadelmann |
253,535,553 |
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11,185,633 |
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50,845,496 |
Richard Reisin |
254,070,425 |
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10,650,761 |
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50,845,496 |
Hannah (Buchan) Ross |
253,569,725 |
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11,151,461 |
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50,845,496 |
Proposal No. 3: The approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement for the meeting:
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
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245,811,655 |
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18,684,733 |
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224,798 |
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50,845,496 |
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Proposal No. 4: The appointment of Baker Tilly US, LLP as auditors for the Company and authorization of the Board to fix the auditors’ remuneration and terms of engagement:
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FOR |
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WITHHOLD |
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314,572,462 |
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994,220 |
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Proposal No. 5: The approval of the amendment of the Company’s 2018 Share and Incentive Plan, as amended, to increase the number of shares available thereunder as described in the Company’s Proxy Statement:
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FOR |
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AGAINST |
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ABSTAIN |
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BROKER NON-VOTES |
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249,277,501 |
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15,275,802 |
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167,883 |
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50,845,496 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
10.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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GREEN THUMB INDUSTRIES INC. |
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Date: |
June 12, 2025 |
By: |
/s/ Bret Kravitz |
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Bret Kravitz |