8-K
Green Thumb Industries Inc. (GTBIF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENTREPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 28, 2021
GREEN THUMB INDUSTRIES INC.
(Exact name of registrant as specified in its charter}
| British Columbia | 000-56132 | 98-1437430 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission<br><br><br>File Number) | (IRS Employer<br><br><br>Identification No.) |
325 West Huron Street, Suite 700
Chicago, Illinois 60654
(Address of principal executive offices including zip code)
(312) 563-5600
(Registrant’s telephone number including area code)
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 (see General Instruction A.2. below):
| ☐ | 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<br>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:
| Title of each class | Trading<br><br><br>Symbol | Name of exchange<br><br><br>on which registered |
|---|---|---|
| N/A | **** | **** |
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 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
At the 2021 Annual General Meeting of Shareholders of Green Thumb Industries Inc. (the “Company”) held on June 28, 2021, the Company’s shareholders voted on three proposals as set for the below. All director nominees were elected and all of the other proposals submitted to the Company’s shareholders were approved.
| Proposal No. 1: | Setting the number of directors of the Company at seven: | |||||
|---|---|---|---|---|---|---|
| FOR | WITHHOLD | |||||
| --- | --- | |||||
| 328,511,217 | 190,599 | |||||
| Proposal No. 2: | Election of directors: | |||||
| --- | --- | |||||
| FOR | WITHHOLD | BROKER<br>NON VOTES | ||||
| --- | --- | --- | --- | --- | --- | --- |
| Wendy Berger | 301,364,401 | 4,127,978 | 23,209,437 | |||
| Anthony Georgiadis | 300,987,384 | 4,504,995 | 23,209,437 | |||
| William Gruver | 301,423,160 | 4,069,219 | 23,209,437 | |||
| Benjamin Kovler | 302,355,896 | 3,136,483 | 23,209,437 | |||
| Westley Moore | 302,574,351 | 2,918,028 | 23,209,437 | |||
| Swati Mylavarapu | 305,173,342 | 319,037 | 23,209,437 | |||
| Glen Senk | 302,554,602 | 2,937,777 | 23,209,437 | |||
| Proposal No. 3: | 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: | |||||
| --- | --- | |||||
| FOR | WITHHOLD | |||||
| --- | --- | |||||
| 328,198,916 | 502,900 |
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 hereunto duly authorized.
| GREEN THUMB INDUSTRIES INC. | |
|---|---|
| Date: July 2, 2021 | /s/ Beth E. Burk |
| Beth E. Burk | |
| General Counsel and Secretary |