Trulieve Cannabis Corp 8-K/A, filed May 24, 2022
Trulieve Cannabis Corp. (TRLV)
About this 8-K/A
Trulieve Cannabis Corp filed this 8-K/A on May 24, 2022, reporting on events of March 31, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2022, the Company filed a Registration Statement on Form S-1 (File No. 333-262299) with the Securities and Exchange Commission (the “Registration Statement”). Pursuant to Instruction 1 to Item 402(c)(2)(iv) of Regulation S-K, the Company in the Summary Compensation Table included in the Registration Statement provided estimates and not final non-equity incentive plan compensation amounts with respect to performance during the Company’s fiscal year ended December 31, 2021 (the “2021 Bonuses”) because the 2021 Bonuses had not yet been determined at the time the Registration Statement was filed.
On March 31, 2022, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company confirmed and approved the 2021 Bonuses for the Company’s named executive officers. In accordance with Item 5.02(f) of Form 8-K, the Company is providing a revised Summary Compensation Table, which includes the final 2021 Bonuses and revised total compensation figures for the Company’s fiscal year ended December 31, 2021.
Summary Compensation Table
The following table provides information regarding compensation earned by our Chief Executive Officer and our two most highly compensated executive officers other than our principal executive officer who served during 2021.
| Name and Principal Position |
Year | Salary ($) |
Bonus ($)(1) |
Stock awards ($)(2) |
Option awards ($)(3) |
Non-equity incentive plan compensation ($)(4) |
All other compensation ($)(5) |
Total ($) |
||||||||||||||||||||||||
| Kim Rivers(6) |
2021 | 500,000 | — | 1,399,991 | 2,354,938 | 1,280,000 | 2,519,551 | 8,054,480 | ||||||||||||||||||||||||
| Chief Executive Officer |
2020 | 323,958 | — | — | 499,914 | 200,000 | 16,354 | 1,040,226 | ||||||||||||||||||||||||
| Alex D’Amico(7) |
2021 | 400,000 | 15,000 | 432,499 | 965,323 | 434,267 | 30,007 | 2,277,096 | ||||||||||||||||||||||||
| Chief Financial Officer |
2020 | 162,500 | 145,000 | — | 420,072 | 75,000 | 11,435 | 814,007 | ||||||||||||||||||||||||
| Eric Powers(8) |
2021 | 350,000 | 15,000 | 375,003 | 730,162 | 322,071 | 31,049 | 1,823,285 | ||||||||||||||||||||||||
| Chief Legal Officer |
2020 | 200,000 | 15,000 | — | 228,532 | 40,000 | 27,444 | 510,976 | ||||||||||||||||||||||||
| (1) | Represents discretionary bonus amount paid in December 2021. |
| (2) | Represents the grant date fair value of restricted stock unit awards granted in fiscal year 2021 in accordance with ASC Topic 718. The 2021 amount reflected for Ms. Rivers does not include the grant date fair value of 2,285,178 restricted stock units granted to Ms. Rivers on September 15, 2021 to replace a compensatory warrant that was issued to Ms. Rivers in 2018 as reported in a Form 8-K filed with the SEC on September 17, 2021. The grant date fair value of such restricted stock units calculated in accordance with ASC Topic 718 is approximately $57,769,300 which was equal to the fair value of the replaced compensatory warrants as of such date. |
| (3) | Represents the grant date fair value of option awards granted in fiscal years 2021 and 2020 in accordance with ASC Topic 718. |
| (4) | Represents non-equity incentive plan compensation for fiscal year 2021 based on achievement of qualitative and quantitative performance objectives for 2021 as determined by the Compensation Committee. |
| (5) | Includes employer paid portion of premiums for health, dental and vision insurance. $2,500,000 of the amount reflected for Ms. Rivers in 2021 represents a cash payment made by the Company to Ms. Rivers as consideration for the termination and cancellation of a compensatory warrant that was issued to Ms. Rivers in 2018 as reported in a Form 8-K filed with the SEC on September 17, 2021. |
| (6) | Ms. Rivers was appointed President and Chief Executive Officer of the Company in September 2018 upon completion of the Schyan Transaction. Ms. Rivers ceased serving as President of the Company in December 2021 upon the appointment of Mr. White as President. |
| (7) | Mr. D’Amico was appointed Chief Financial Officer of the Company in June 2020. |
| (8) | Mr. Powers was appointed General Counsel of the Company in February 2019 and was appointed Chief Legal Officer in March 2021. |
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.
| Trulieve Cannabis Corp. | ||
| By: | /s/ Eric Powers | |
| Name: | Eric Powers | |
| Title: | Chief Legal Officer | |
Date: May 24, 2022