Organigram Global Inc 6-K, filed Feb 24, 2022
Organigram Global Inc. (OGI)
About this 6-K
Organigram Global Inc filed this 6-K on February 24, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2022
Commission File No. 001-38885
ORGANIGRAM HOLDINGS INC.
(Translation of registrant’s name into English)
35 English Drive
Moncton, New Brunswick, Canada E1E 3X3
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ☐
SUBMITTED HEREWITH
Exhibits
| 99.1 |
Press Release dated February 23, 2022 | |
| 99.2 | Report of Voting Results dated February 23, 2022 | |
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, thereunto duly authorized.
| ORGANIGRAM HOLDINGS INC. |
| /s/ Derrick West |
| Derrick West |
| Chief Financial Officer |
| Date: February 23, 2022 |
Exhibit 99.1
Organigram Holdings Inc. Announces Election of Directors
BAT’s Simon Ashton Appointed to the Board of Directors
MONCTON, New Brunswick – (BUSINESS WIRE) – February 23, 2022 – Organigram Holdings Inc. (“Organigram” or the “Corporation”) (TSX: OGI) (NASDAQ: OGI) announced today the results of voting at its annual meeting of shareholders held on February 23, 2022 (the “Meeting”).
Each of the eight nominees listed in the Corporation’s management information circular dated January 18, 2022 (the “Circular”) provided in connection with the Meeting was elected as a director of Organigram at the Meeting. Organigram received proxies and virtual votes at the Meeting as set out below:
| Nominee |
Votes For | % of Votes For |
Votes Withheld |
% of Votes Withheld |
||||||||||||
| Peter Amirault |
97,169,054 | 99.183 | % | 800,118 | 0.817 | % | ||||||||||
| Beena Goldenberg |
97,174,685 | 99.189 | % | 794,488 | 0.811 | % | ||||||||||
| Dexter John |
91,691,003 | 93.592 | % | 6,278,169 | 6.408 | % | ||||||||||
| Geoffrey Machum |
91,362,180 | 93.256 | % | 6,606,993 | 6.744 | % | ||||||||||
| Ken Manget |
91,010,854 | 92.897 | % | 6,958,318 | 7.103 | % | ||||||||||
| Sherry Porter |
96,601,915 | 98.604 | % | 1,367,257 | 1.396 | % | ||||||||||
| Stephen Smith |
91,070,473 | 92.958 | % | 6,898,699 | 7.042 | % | ||||||||||
| Marni Wieshofer |
92,112,587 | 94.022 | % | 5,856,585 | 5.978 | % | ||||||||||
The biographies of the Corporation’s directors are set out in the Circular, which is available under the Corporation’s profile on SEDAR at www.sedar.com.
BAT Nominee Appointment
Organigram is also pleased to announce that BAT has designated Mr. Simon Ashton as a nominee to Organigram’s board of directors (the “Board”). Mr. Ashton has extensive expertise in finance and business leadership and is currently Group Head of New Categories and Combustibles Finance at BAT. Throughout his nearly 30-year career with BAT, Mr. Ashton has led various Finance teams across Europe, Asia, the Middle East and Africa driving revenue growth, leading business transformation initiatives and finding innovative solutions to economic challenges. In addition, he also spent time in M&A, Operations Finance, and Audit. Mr. Ashton was appointed by the newly constituted Board following the Meeting, bringing the Company’s total number of directors to nine.
“We are thrilled to welcome Simon to our Board of Directors. His deep expertise in finance, business transformation and leadership, coupled with his extensive experience with BAT, will be a tremendous asset to our Board,” said Peter Amirault, Board Chair, Organigram.
Sustainability Committee
The Company also announced it has expanded the scope of its Corporate Governance and Nominating Committee to include Sustainability initiatives. The Corporate Governance, Nominating and Sustainability Committee (the “Sustainability Committee”) has enlarged its mandate to include advising and making recommendations to the Board to assist the Board in its oversight role with respect to the establishment and monitoring of the Company’s environmental, health, safety, community relations, human rights, security and other sustainability policies. The Sustainability Committee is comprised of independent directors Geoff Machum (Chair), Sherry Porter and Dexter John. “The addition of sustainability initiatives to our formal mandate reflects our appreciation for the increasing importance of these matters to the Company and our stakeholders” said Geoff Machum, Chair of the Sustainability Committee.
About Organigram Holdings Inc.
Organigram Holdings Inc. is a NASDAQ Global Select Market and TSX listed company whose wholly-owned subsidiaries include: Organigram Inc. and Laurentian Organic Inc., licensed producers of cannabis and cannabis-derived products in Canada, and The Edibles and Infusions Corporation, a licensed manufacturer of cannabis-infused soft chews in Canada.
Organigram is focused on producing high-quality, cannabis for patients and adult recreational consumers, as well as developing international business partnerships to extend the Company’s global footprint. Organigram has also developed and acquired a portfolio of legal adult-use recreational cannabis brands, including Edison, Big Bag O’ Buds, SHRED, SHRED’ems, Monjour, Laurentian, Tremblant Cannabis and Trailblazer. Organigram operates facilities in Moncton, New Brunswick and Lac-Supérieur, Quebec, with a dedicated edibles manufacturing facility in Winnipeg, Manitoba. The Company is regulated by the Cannabis Act and the Cannabis Regulations (Canada).
Forward-Looking Information
This news release contains forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “estimates”, “intends”, “anticipates”, “believes” or variations of such words and phrases or state that certain actions, events, or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results, events, performance or achievements of Organigram to differ materially from current expectations or future results, performance or achievements expressed or implied by the forward-looking information contained in this news release. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information include factors and risks as disclosed in the Company’s most recent annual information form, management’s discussion and analysis and other Company documents filed from time to time on SEDAR (see www.sedar.com) and filed or furnished to the Securities and Exchange Commission on EDGAR (see www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Although the Company believes that the assumptions and factors used in
preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information included in this news release are made as of the date of this news release and the Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
Contacts
For Investor Relations enquiries:
investors@organigram.ca
For Media enquiries:
Megan McCrae, Senior Vice President Marketing and Communications
megan.mccrae@organigram.ca
Exhibit 99.2
ORGANIGRAM HOLDINGS INC.
(the “Corporation”)
Annual Meeting of Shareholders
Held on February 23, 2022
REPORT OF VOTING RESULTS
Pursuant to section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, this report describes the matters decided at the 2021 Annual Meeting of Shareholders of the Corporation held on February 23, 2022. All matters voted upon at the Annual Meeting of Shareholders of the Corporation were voted upon by proxy or virtually at the meeting. Full details of the matters are set out in the Corporation’s management information circular dated January 18, 2022, which is available on SEDAR at www.sedar.com.
| 1. | ELECTION OF DIRECTORS |
Each of the following individuals were elected as directors of the Corporation for a term expiring at the conclusion of the next annual meeting of shareholders of the Corporation, or until their successors are elected or appointed. The voting results were as follows:
| Nominee |
Votes For | % of Votes For |
Votes Withheld |
% of Votes Withheld |
||||||||||||
| Peter Amirault |
97,169,054 | 99.183 | % | 800,118 | 0.817 | % | ||||||||||
| Beena Goldenberg |
97,174,685 | 99.189 | % | 794,488 | 0.811 | % | ||||||||||
| Dexter John |
91,691,003 | 93.592 | % | 6,278,169 | 6.408 | % | ||||||||||
| Geoffrey Machum |
91,362,180 | 93.256 | % | 6,606,993 | 6.744 | % | ||||||||||
| Ken Manget |
91,010,854 | 92.897 | % | 6,958,318 | 7.103 | % | ||||||||||
| Sherry Porter |
96,601,915 | 98.604 | % | 1,367,257 | 1.396 | % | ||||||||||
| Stephen Smith |
91,070,473 | 92.958 | % | 6,898,699 | 7.042 | % | ||||||||||
| Marni Wieshofer |
92,112,587 | 94.022 | % | 5,856,585 | 5.978 | % | ||||||||||
| 2. | APPOINTMENT OF AUDITOR |
KPMG LLP was appointed as the auditor of the Corporation until the next annual meeting of the shareholders of the Corporation or until its successor is appointed and the directors of the Corporation were authorized to fix the remuneration of such auditor. The voting results were as follows:
| # Votes For |
% Votes For |
# Votes Withheld |
% Votes Withheld | |||
| 145,095,555 |
98.976% | 1,501,169 | 1.024% |
| Dated this 23rd day of February, 2022. | ||
| ORGANIGRAM HOLDINGS INC. | ||
| By: |
/s/ Beena Goldenberg | |
| Name: Beena Goldenberg | ||
| Title: Chief Executive Officer | ||