TLLTF 8-K
TILT Holdings Inc. (TLLTF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
TILT Holdings Inc. (the “Company”) held its 2023 Annual General Meeting of Stockholders (the “Annual Meeting”) on June 6, 2023.
Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. At the Annual 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 27, 2023.
Present at the Annual Meeting in person or by proxy were holders representing 77,584,818 shares of the Company's Class A Common, representing approximately 23.22% of the eligible votes, constituting a quorum. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders.
| (a) | Proposal No. 1. To set the number of directors of the Company at five. |
Votes For | Votes Against | Abstentions |
26,010,344 | 2,332,114 | 3,942,390 |
With respect to the foregoing Proposal 1, the number of directors of the Company is set at five.
| (b) | Proposal No. 2. To elect five directors of the Company to hold office until their successors are elected at the next annual general meeting of the Company. |
Nominee | Votes For | Withheld |
John Barravecchia | 30,389,274 | 1,895,574 |
Tim Conder | 25,451,551 | 6,833,297 |
Adam Draizin | 30,228,257 | 2,056,591 |
George Odden | 30,185,992 | 2,098,856 |
D’Angela Simms | 26,836,507 | 5,448,341 |
With respect to the foregoing Proposal, all five directors were elected to serve as a director until their successors are elected at the next annual general meeting of the Company and each received a plurality of votes at the Annual Meeting.
| (c) | Proposal No. 3. To re-appoint Macias Gini & O’Connell LLP (“MGO”) as the auditors of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditors. |
Votes For | Withheld | Abstentions |
73,545,122 | 3,751,203 | 288,493 |
With respect to the foregoing Proposal 3, MGO is re-appointed as the auditors of the Company for the ensuing year and the directors of the Company are authorized to fix the remuneration paid to the auditors.
Item 8.01 Other Events
On June 7, 2023, the Company issued a press release announcing the results of the Annual Meeting.
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.
TILT Holdings Inc. | ||
Date: June 8, 2023 | By: | /s/ Timothy Conder |
Name: | Timothy Conder | |
Its: | Interim Chief Executive Officer | |
Exhibit 99.1
TILT Holdings Reports Results of 2023 Annual General Meeting of Shareholders
PHOENIX, June 7, 2023—TILT Holdings Inc. (“TILT” or the “Company”) (NEO: TILT) (OTCQX: TLLTF), a global provider of cannabis business solutions that include inhalation technologies, cultivation, manufacturing, processing, brand development and retail, today announces the results of the 2023 annual general meeting of shareholders of TILT (the “Shareholders”) held virtually on Tuesday, June 6, 2023 (the “Meeting”).
The Company put forward the following proposals to be voted on by the Shareholders at the Meeting, all of which were approved: (i) to set the number of directors to be elected at the Meeting at five; (ii) to elect five directors of the Company to hold office until their successors are elected at the next annual general meeting of the Company; and (iii) to re-appoint Macias Gini & O’Connell LLP (“MGO”) as the auditors for the Company for the ensuing year and to authorize the board of directors of the Company (the “Board”) to fix MGO’s remuneration.
Size of the Board:
The size of the Board was set at five directors.
Election of Directors:
Each of the directors elected at the Meeting, John Barravecchia, Tim Conder, Adam Draizin, George Odden, and D’Angela Simms will hold office until the next annual general meeting of the Company or until his or her earlier resignation or removal.
Re-Appointment of Auditors and Authorization of Auditors’ Remuneration:
MGO was re-appointed as auditors of the Company for the ensuing year and the Board is authorized to fix MGO’s remuneration.
On June 7, 2023, the Company filed a report of voting results on all proposals voted on at the Meeting on SEDAR at www.sedar.com.
About TILT
TILT helps cannabis businesses build brands. Through a portfolio of companies providing technology, hardware, cultivation and production, TILT services brands and cannabis retailers in regulated markets across 39 states in the U.S., as well as Canada, Israel, South America and the European Union. TILT’s core businesses include Jupiter Research LLC, a wholly-owned subsidiary and leader in the vaporization segment focused on hardware design, research, development and manufacturing; and cannabis operations, Commonwealth Alternative Care, Inc. in Massachusetts, Standard Farms LLC in Pennsylvania, Standard Farms Ohio, LLC in Ohio, and its partnership with the Shinnecock Indian Nation in New York. TILT is headquartered in Phoenix, Arizona. For more information, visit www.tiltholdings.com.
Company Contact:
Lynn Ricci, VP of Investor Relations & Corporate Communications
TILT Holdings Inc.
[email protected]
Investor Relations Contact:
Sean Mansouri, CFA
Elevate IR
[email protected]
720.330.2829
Media Contact:
Leland Radovanovic
Trailblaze
[email protected]