Verano Holdings Corp 8-K, filed Aug 4, 2022

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d)

ofthe Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): August 3, 2022

VERANOHOLDINGS CORP.

(ExactName of Registrant as Specified in its Charter)

415North Dearborn Street, 4^th^ Floor,

Chicago,Illinois

(Addressof Principal Executive Offices)

(312)265-0730

(Registrant’sTelephone Number, Including Area Code)

N/A

(FormerName 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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☒

Item5.07 Submission of Matters to a Vote of Security Holders.

On August 3, 2022, Verano Holdings Corp. (the “Company”) held its 2022 Annual General Meeting of Shareholders (the “Annual Meeting”) virtually. As of the close of business on the record date of June 29, 2022, there were 330,818,664 Class A subordinate voting shares (“SV Shares”) of the Company (on an as-converted basis of 100 SV Shares for one Proportionate Voting Share of the Company) outstanding and entitled to vote at the Annual Meeting.

At the Annual Meeting, the following proposals were submitted to a vote of the Company’s shareholders, with the final voting results indicated below:

ProposalNo. 1: The Company’s shareholders elected to set the number of directors of the Company’s board of directors (the “Board”) at four, subject to such increases as may be permitted by the Articles of the Company, with the following votes:

ProposalNo. 2: The Company’s shareholders elected the following four directors to serve as directors of the Board for terms expiring at the Company’s 2023 Annual General Meeting of Shareholders, with the following votes:

ProposalNo. 3: The Company’s shareholders approved the re-appointment of Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm for the year ending December 31, 2022, and the authorization of the Board to fix Baker Tilly’s remuneration and terms of engagement, with the following votes:

No other matters were submitted for shareholder action at 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 hereunto duly authorized.