JUSH 8-K
Jushi Holdings Inc. (JUSH)
8-K
2026-06-24
For: 2026-06-24
View Original
Added on
June 25, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 24, 2026
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
( (Registrant's telephone number, including area code | ||||||||||||||
Not Applicable (Former name or former address, if changed since last report) | ||||||||||||||
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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:
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 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 Symbol | Name of each exchange on which registered | ||||||
None | N/A | 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.
On June 24, 2026, Jushi Holdings Inc. (the “Company”) held its 2026 Annual General and Special Meeting of Shareholders (the “Meeting”). As of the record date of May 8, 2026 (the “Record Date”), there were 199,696,597 subordinate voting shares, no par value (“Subordinate Voting Shares”), 0 multiple voting shares, 0 super voting shares and 0 preferred shares of the Company outstanding and entitled to vote at the Meeting. Of the total Subordinate Voting Shares outstanding as of the Record Date, 94,457,515 Subordinate Voting Shares, or 47.301%, were represented in person or by proxy at the Meeting.
At the Meeting, the following proposals were submitted to a vote of the Company’s stockholders, with the final voting results indicated below:
Proposal 1. The Company's shareholders set the number of directors that shall constitute the board of directors of the Company (the "Board") at five:
For | Against | Broker Non-Votes | ||||||||||||
93,621,122 (99.115%) | 836,251 (0.885%) | 142 | ||||||||||||
Proposal 2. The Company's shareholders elected the following five directors to hold office for a term expiring at the 2027 annual meeting of shareholders and until their respective successors are duly elected and qualified:
Name of Directors Elected | For | Withhold | Broker Non-Votes | |||||||||||||||||
James A. Cacioppo | 48,988,841 (98.431%) | 780,649 (1.569%) | 44,688,025 | |||||||||||||||||
Benjamin Cross | 49,006,681 (98.467%) | 762,809 (1.533%) | 44,688,025 | |||||||||||||||||
Stephen Monroe | 49,005,814 (98.466%) | 763,676 (1.534%) | 44,688,025 | |||||||||||||||||
Marina Hahn | 49,370,945 (99.199%) | 398,545 (0.801%) | 44,688,025 | |||||||||||||||||
Billy Wafford | 49,412,483 (99.283%) | 357,007 (0.717%) | 44,688,025 | |||||||||||||||||
Proposal 3. The appointment of Macias Gini & O'Connell LLP as auditors for the Company was ratified and the Company's shareholders authorized the Board to fix the auditors' remuneration and set the terms of engagement:
For | Withheld | |||||||
93,040,855 (98.500%) | 1,416,660 (1.500%) | |||||||
Proposal 4. The Company’s shareholder passed a special resolution, the full text of which is set forth in Appendix A to the Management Information Circular and Proxy Statement for the Meeting (the “Circular”), to approve a plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) involving, among other things, the continuance and domestication of the Company from the laws of British Columbia, Canada to the laws of the State of Nevada in the United States, as more particularly described in the Circular:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
49,096,864 (98.649%) | 587,188 (1.180%) | 85,438 (0.172%) | 44,688,025 | |||||||||||||||||
Item 8.01. Other Events.
On June 24, 2026, the Company issued a press release announcing the results of the Meeting, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 8.01 by reference.
The information disclosed pursuant to this Item 8.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JUSHI HOLDINGS INC. | |||||||||||
Date: June 24, 2026 | By: | /s/ Jon Barack | |||||||||
Jon Barack | |||||||||||
President, Chief Revenue Officer and Corporate Secretary | |||||||||||
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| EXHIBIT 99.1 | ||||||||
Jushi Holdings Inc. Announces Voting Results of Annual General and Special Shareholders’ Meeting
BOCA RATON, Fla., June 24, 2026 (GLOBE NEWSWIRE) -- Jushi Holdings Inc. (“Jushi” or the “Company”) (CSE: JUSH) (OTCQX: JUSHF), a vertically integrated, multi-state cannabis operator, announces the voting results of the annual general and special meeting (the “Meeting”) of shareholders of the Company (“Shareholders”) that was held today as follows:
1.Setting the Number of Directors
The number of directors of the Company was set at five.
| For | Against | Broker Non-Votes | ||||||
| 93,621,122 (99.115%) | 836,251 (0.885%) | 142 | ||||||
2.Election of the Nominated Directors
All five nominees set forth in the Management Information Circular and Proxy Statement for the Meeting (the “Circular”) dated May 11, 2026, were elected as directors of the Company by ordinary resolutions passed by a vote in respect to each nominee as follows:
| Director | Number and percentage of Subordinate Voting Shares (the “Shares”) 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 WITHHELD from voting | Broker Non-Votes | ||||||||
| James A. Cacioppo | 48,988,841 (98.431%) | 780,649 (1.569%) | 44,688,025 | ||||||||
| Benjamin Cross | 49,006,681 (98.467%) | 762,809 (1.533%) | 44,688,025 | ||||||||
| Stephen Monroe | 49,005,814 (98.466%) | 763,676 (1.534%) | 44,688,025 | ||||||||
| Marina Hahn | 49,370,945 (99.199%) | 398,545 (0.801%) | 44,688,025 | ||||||||
| Billy Wafford | 49,412,483 (99.283%) | 357,007 (0.717%) | 44,688,025 | ||||||||
3.Appointment of Macias Gini & O’Connell LLP as Auditors
The appointment of Macias Gini & O’Connell LLP as auditors of the Company was ratified and the Shareholders authorized the board of directors of the Company to fix the auditors' remuneration and set the terms of engagement:
| For | Withhold | ||||
| 93,040,855 (98.500%) | 1,416,660 (1.500%) | ||||
4.Redomicile of the Company from British Columbia, Canada to Nevada, United States of America.
The Shareholders passed a special resolution, the full text of which is set forth in Appendix A to the Circular, to approve a plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) involving, among other things, the continuance and domestication of the Company from the laws of British Columbia, Canada to the laws of the State of Nevada in the United States, as more particularly described in the Circular:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 49,096,864 (98.649%) | 587,188 (1.180%) | 85,438 (0.172%) | 44,688,025 | ||||||||
About Jushi Holdings Inc.
We are a vertically integrated cannabis company led by an industry-leading management team. Jushi is focused on building a multi-state portfolio of branded cannabis assets through opportunistic acquisitions, distressed workouts, and competitive applications. Jushi strives to maximize shareholder value while delivering high-quality products across all levels of the cannabis ecosystem. For more information, visit jushico.com or our social media channels, Instagram, Facebook, X and LinkedIn.
We are a vertically integrated cannabis company led by an industry-leading management team. Jushi is focused on building a multi-state portfolio of branded cannabis assets through opportunistic acquisitions, distressed workouts, and competitive applications. Jushi strives to maximize shareholder value while delivering high-quality products across all levels of the cannabis ecosystem. For more information, visit jushico.com or our social media channels, Instagram, Facebook, X and LinkedIn.
For further information, please contact:
Jushi Investor Relations
Trent Woloveck
Co-Chief Strategy Director
614-271-4349