8-K

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

June 14, 2023

Date of Report (date of earliest event reported)

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JUSHI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

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British Columbia<br><br>(State or other jurisdiction of<br><br>incorporation or organization)	000-56468<br><br>(Commission File Number)	98-1547061<br><br>(I.R.S. Employer Identification Number)
301 Yamato Road, Suite 3250<br><br>Boca Raton, FL 33431
(Address of principal executive offices and zip code)
(561) 617-9100
(Registrant's telephone number, including area code)

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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 14, 2023, Jushi Holdings Inc. (the “Company”) held its 2023 Annual General Meeting of Shareholders (the “Meeting”). As of the record date of April 21, 2023 (the “record date”), there were 196,633,371 shares of the Company’s subordinate voting shares, no par value (“Subordinate Voting Shares”), outstanding (each entitled to one vote per share). Of the total shares outstanding as of the record date, 62,396,022 shares, or 31.732%, 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.     Setting the number of directors that shall constitute the board of directors of the Company at five:

For	Against	Broker Non-Votes
28,501,829 (98.447%)	449,530 (1.553%)	33,444,663

Proposal 2.     Election of five directors to hold office for a term expiring at the 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified:

Name of Directors Elected	For	Withhold	Broker Non-Votes
James A. Cacioppo	27,108,473 (93.635%)	1,842,886 (6.365%)	33,444,663
Benjamin Cross	27,371,744 (94.544%)	1,579,615 (5.456%)	33,444,663
Marina Hahn	28,312,113 (97.792%)	639,246 (2.208%)	33,444,663
Stephen Monroe	27,363,793 (94.516%)	1,587,566 (5.484%)	33,444,663
Bill Wafford	28,353,019 (97.933%)	598,340 (2.067%)	33,444,663

Proposal 3.     The appointment of Macias Gini & O'Connell LLP as auditor for the Company and the authorization of the Board to fix the auditor's remuneration and set the terms of engagement:

For	Withhold
61,374,466 (98.363%)	1,021,556 (1.637%)

There were no broker non-votes with respect to Proposal 3.

No other items were presented for stockholder approval at the Meeting.

Item 7.01. Regulation FD Disclosure.

On June 14, 2023, 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 7.01 by reference.

The information disclosed pursuant to this Item 7.01 (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.

Exhibit No.	Description
99.1	Press Release of Jushi Holdings Inc., dated June14, 2023
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 14, 2023	By:	/s/ Tobi Lebowitz
		Tobi Lebowitz
		Chief Legal Officer

Document

	301 Yamato Road
Suite 3250
Boca Raton, FL 33431

Jushi Holdings Inc. Announces Voting Results of Annual Meeting

Boca Raton, Florida – June 14, 2023 - Jushi Holdings Inc. (“Jushi” or the “Corporation”) (CSE: JUSH) (OTCMKTS: JUSHF), a vertically integrated, multi-state cannabis operator, announced the voting results of the annual general meeting (the “Meeting”) of shareholders of the Corporation (“Shareholders”) that was held today as follows:

1.Fixing the Number of Directors

The number of directors of the Corporation was fixed at five.

For	Against	Broker Non-Votes
28,501,829 (98.447%)	449,530 (1.553%)	33,444,663

2.Election of the Nominated Directors

All five nominees set forth in the proxy statement of the Corporation dated April 28, 2023, were elected as directors of the Corporation by ordinary resolutions passed by a vote held by ballot 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	27,108,473 (93.635%)	1,842,886 (6.365%)	33,444,663
Benjamin Cross	27,371,744 (94.544%)	1,579,615 (5.456%)	33,444,663
Marina Hahn	28,312,113 (97.792%)	639,246 (2.208%)	33,444,663
Stephen Monroe	27,363,793 (94.516%)	1,587,566 (5.484%)	33,444,663
Bill Wafford	28,353,019 (97.933%)	598,340 (2.067%)	33,444,663

3.Appointment of Macias Gini & O’Connell LLP as Auditor

Macias Gini & O’Connell LLP was appointed as the auditor of the Corporation, to hold office until the next annual meeting of Shareholders of the Corporation, and the directors of the Corporation are authorized to fix the auditor’s remuneration.

For	Withhold
61,374,466 (98.363%)	1,021,556 (1.637%)

There were no broker non-votes with respect to Proposal 3.

301 Yamato Road
Suite 3250
Boca Raton, FL 33431

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, Twitter and LinkedIn.

For further information, please contact:

Investor Relations Contact: Lisa Forman

Director of Investor Relations

617-767-4419 investors@jushico.com

Media Contact: Ellen Mellody 570-209-2947 ellen@mattio.com