plnh20250607c_8k.htm
false 0001813452 0001813452 2025-06-11 2025-06-11
 
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
 
Date of Report (Date of earliest event reported): June 11, 2025
 
PLANET 13 HOLDINGS INC.
(Exact name of registrant as specified in its charter)
 
Nevada
  
000-56374
  
83-2787199
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification Number)
 
2548 West Desert Inn Road, Suite 100
Las Vegas, Nevada
   
89109
(Address of principal executive offices)
  
(Zip Code) 
 
(702) 815-1313
(Registrant’s telephone number, including area code) 
 
Not applicable
(Former name or former address, if changed since last report)
 
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 230.424)
☐
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: None
 
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
 
The annual general meeting (“Meeting”) of stockholders of Planet 13 Holdings Inc. (the “Company”) was held on Tuesday, June 10, 2025.
 
Proxies for the Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. At the Meeting, the Company’s stockholders voted on three proposals. The proposals are described in detail in the Company’s Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 23, 2025 (the “Proxy Statement”).
 
A brief description and the final vote results for the proposals follow.
 
(1) To elect five directors for the ensuing year to hold office until the close of business of the next annual meeting of stockholders or until their successors are elected or appointed.
 
Nominee
For
Withheld
Broker Non-Votes
Robert Groesbeck
109,216,815
39,658,363
67,008,228
Larry Scheffler
139,525,381
9,349,797
67,008,228
Adrienne O'Neal 140,130,507 8,744,671 67,008,228
Kevin Martin
 133,500,041 15,375,137 67,008,228
David Loop
142,456,378
6,418,800
67,008,228
 
As a result, each nominee was elected to serve as a director on the Company’s board of directors for a term expiring at the next annual meeting of stockholders or until his or her successor is elected or appointed.
 
(2) To approve the amendment to Planet 13 Holdings Inc's 2023 Equity Incentive Plan (the "Equity Incentive Plan") to increase the number of shares of common stock authorized for issuance thereunder from 22,000,000 to 32,000,000.
 
For
Against
Abstain
121,308,897
27,257,628
308,653
 
As a result, the Company has amended the Equity Incentive Plan. 
 
(3) To ratify the appointment of Davidson & Company LLP as auditors of the Company for the fiscal year ending December 31, 2025.
 
For
Against
Abstain
198,318,302
16,960,568
604,536
 
As a result, the Company’s stockholders ratified the appointment of Davidson & Company LLP as auditors of the Company for the fiscal year ending December 31, 2025.
 
A copy of the press release dated June 11, 2025 regarding the results of the Meeting is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
 
Item 9.01. Financial Statements and Exhibits.
 
Exhibit
No.
  
Description
     
99.1
  
104
  
Cover Page Interactive Data File - the cover page XBRL tags are 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 thereunto duly authorized.
 
 
Planet 13 Holdings Inc.
  
       
Date: June 11, 2025
By:
/s/ Robert Groesbeck
  
 
Name
Robert Groesbeck
  
 
Its:
Co-Chief Executive Officer
  
       
Date: June 11, 2025
By:
/s/ Larry Scheffler
  
 
Name:
Larry Scheffler
  
 
Its:
Co-Chief Executive Officer
  
 
 

Exhibit 99.1

 

a01.jpg

 

Planet 13 Announces Results of Annual General Meeting

 

Las Vegas, Nevada – June 11, 2025 - Planet 13 Holdings Inc. (CSE: PLTH) (OTCQX: PLNH) (“Planet 13” or the “Company”), a leading vertically-integrated multi-state cannabis company, today announced the following results for each item of business considered at Planet 13’s Annual General Meeting of Stockholders held on Tuesday, June 10, 2025.

 

Election of Directors

 

The following table sets out the percentage of shares voted in respect of the election of directors:

 

Nominee

% For

% Withheld

Robert Groesbeck

 73.4% 26.6%

Larry Scheffler

 93.7% 6.3%

Adrienne O’Neal

 94.1% 5.9%

Kevin Martin

 89.7% 10.3%

David Loop

 95.7% 4.3%

 

Amendment to Planet 13 Holdings Inc.’s 2023 Equity Incentive Plan.

 

The following table sets out the percentage of shares of common stock voted in respect to the approval of the amendment to Planet 13 Holdings Inc.’s 2023 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 22,000,000 to 32,000,000:

 

For

Against

Abstain
81.5% 18.3% 0.2%

 

Re-Appointment and Remuneration of Auditors

 

The following table sets out the percentage of shares of common stock voted in respect to the ratification of the appointment of Davidson & Company LLP as the independent registered public accounting firm of the Company for the ensuing year or until their successors are appointed:

 

For

Against

Abstain
91.9% 7.9% 0.2%

 

About Planet 13

 

Planet 13 (https://planet13.com) is a vertically integrated cannabis company, with award-winning cultivation, production and dispensary operations across its locations in California, Nevada, Illinois, and Florida. Home to the nation's largest dispensary, located just off The Strip in Las Vegas, Planet 13 continues to expand its footprint with the recent debut of its first consumption lounge in Las Vegas, DAZED!, the opening of its first Illinois dispensary in Waukegan, bringing cannabis experiences to the Chicago metro area. Planet 13 operates dispensaries across Florida, a key market in its expansive footprint. Planet 13's mission is to build a recognizable global brand known for world-class dispensary operations and innovative cannabis products. Licensed cannabis activity is legal in the states Planet 13 operates in but remains illegal under U.S. federal law. Planet 13's shares trade on the Canadian Securities Exchange (CSE) under the symbol PLTH and are quoted on the OTCQX under the symbol PLNH. To learn more, visit planet13.com.

 

 
 

 

For Further Inquiries, Please Contact:

 

LodeRock Advisors Inc., Planet 13 Investor Relations

[email protected]

 

Robert Groesbeck or Larry Scheffler

Co-Chief Executive Officers

[email protected]