8-K
Verano Holdings Corp. (VRNO)
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
Dateof Report (Date of earliest event reported): June 20, 2024
VERANO
HOLDINGS CORP.
(ExactName of Registrant as Specified in its Charter)
| British Columbia | 000-56342 | 98-1583243 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
224West Hill Street, Suite 400,
Chicago,Illinois 60610
(Addressof Principal Executive Offices) (Zip Code)
(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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
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 June 20, 2024, Verano Holdings Corp. (the “Company”) held its 2024 Annual General Meeting of Shareholders (the “Annual Meeting”) virtually. As of the close of business on the record date of April 24, 2024, there were 344,163,150 Class A subordinate voting shares of the Company and 0 Class B subordinate voting shares 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 five, subject to such increases as may be permitted by the Articles of the Company. The results of the vote taken are as follows:
| Shares Voted For | Shares Voted Against |
|---|---|
| 98,974,936 (99.43%) | 564,012 (0.57%) |
ProposalNo. 2: The Company’s shareholders elected the following five directors to serve as directors of the Board for terms expiring at the Company’s 2025 Annual General Meeting of Shareholders. The results of the vote taken are as follows:
| Shares Voted For | Abstentions | Broker Non-Votes | |
|---|---|---|---|
| George Archos | 54,850,691<br> (95.47%) | 2,601,922<br> (4.53%) | 42,086,334 |
| Lawrence Hirsh | 53,319,444<br> (92.81%) | 4,133,170<br> (7.19%) | 42,086,334 |
| Charles Mueller | 53,526,991<br> (93.17%) | 3,925,623<br> (6.83%) | 42,086,334 |
| Cristina Nuñez | 53,025,235<br> (92.29%) | 4,427,379<br> (7.71%) | 42,086,334 |
| John Tipton | 49,142,534<br> (85.54%) | 8,310,080<br> (14.46%) | 42,086,334 |
ProposalNo. 3: The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers (the “Say-on-Pay Vote”). The results of the vote taken are as follows:
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 55,449,709<br> (96.51%) | 833,426<br> (1.45%) | 1,169,478<br> (2.04%) | 42,086,334 |
ProposalNo. 4: The table below sets forth the number of votes cast for each option, as well as, the number of abstentions, relating to the frequency of future Say-on-Pay Votes:
| Shares Voted | |
|---|---|
| 1 year | 55,618,980 (96.80%) |
| 2 years | 269,706 (0.47%) |
| 3 years | 652,851 (1.14%) |
| Abstentions | 911,076 (1.59%) |
| Broker Non-Votes | 42,086,334 |
Pursuant to Item 5.07(d), the Company intends to file an amendment to this Form 8-K within 150 days after its Annual General Meeting of Shareholders that will contain the decision of the Board of Directors of the Company regarding the frequency with which the Company should conduct future advisory shareholder votes on named executive office compensation.
ProposalNo. 5: The Company’s shareholders approved the appointment of Macias Gini & O’Connell LLP (“MGO”) as the auditors for the Company and the authorization of the Board to fix MGO’s remuneration and terms of engagement. The results of the vote taken are as follows:
| Shares Voted For | Abstentions |
|---|---|
| 98,875,992<br> (99.33%) | 662,956<br> (0.67%) |
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.
| VERANO<br> HOLDINGS CORP. | ||
|---|---|---|
| Date:<br> June 25, 2024 | By: | /s/ Laura Kalesnik |
| Name: | Laura<br> Kalesnik | |
| Title: | Chief<br> Legal Officer, General Counsel and Secretary |