false0001795139NONE00017951392024-06-122024-06-12

 

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 12, 2024

 

 

GREEN THUMB INDUSTRIES INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

British Columbia

000-56132

98-1437430

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

325 West Huron Street

Suite 700

 

Chicago, Illinois

 

60654

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 312 471-6720

 

325 West Huron Street, Suit 700
Chicago, Illinois 60654

(Address of principal executive offices including zip code)

 

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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐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:


Title of each class

 

Trading
Symbol(s)

 


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. ☐

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the 2024 Annual General Meeting of Shareholders of Green Thumb Industries Inc. (the “Company”) held on June 12, 2024, the Company’s shareholders:

1.
Set the number of directors of the Company at seven;
2.
Elected the seven director nominees named in the Company’s 2024 Proxy Statement (the “Proxy Statement”) to serve as directors until the Company’s 2025 annual general meeting of shareholders or the date on which they otherwise cease to hold office under the British Columbia Corporations Act or under the Company’s articles;
3.
Approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement; and
4.
Approved the appointment of Baker Tilly US, LLP as auditors for the Company and authorized the Board to fix the auditors’ remuneration and terms of engagement.

 

Proposal No. 1:

Setting the number of directors of the Company at seven:

 

 

FOR

 

AGAINST

 

 

 

299,954,219

 

329,578

 

 

 

 

Proposal No. 2:

Election of directors:

 

 

FOR

 

WITHHOLD

 

BROKER NON VOTES

Dawn Wilson Barnes

252,999,079

 

4,657,428

 

42,627,290

Anthony Georgiadis

252,343,468

 

5,313,039

 

42,627,290

Jeffrey Goldman

250,558,594

 

7,097,913

 

42,627,290

Benjamin Kovler

250,532,116

 

7,124,391

 

42,627,290

Ethan Nadelmann

253,003,857

 

4,652,650

 

42,627,290

Richard Reisin

257,426,459

 

230,048

 

42,627,290

Hannah Ross

257,427,660

 

228,847

 

42,627,290

 

 

Proposal No. 3:

The approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement.

 

 

FOR

 

AGAINST

 

ABSTAIN

 

256,333,181

 

1,050,326

 

273,000

 

 

Proposal No. 4:

The appointment of Baker Tilly US, LLP as auditors for the Company and authorization of the Board to fix the auditors’ remuneration and terms of engagement:

 

 

FOR

 

WITHHOLD

 

 

 

299,755,645

 

528,152

 

 

 

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 hereunto duly authorized.

 

 

 

GREEN THUMB INDUSTRIES INC.

 

 

 

 

Date:

June 12, 2024

By:

/s/ Bret Kravitz

 

 

 

Bret Kravitz
General Counsel and Secretary

 

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Document And Entity Information
Jun. 12, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 12, 2024
Entity Registrant Name GREEN THUMB INDUSTRIES INC.
Entity Central Index Key 0001795139
Entity Emerging Growth Company false
Entity File Number 000-56132
Entity Incorporation, State or Country Code A1
Entity Tax Identification Number 98-1437430
Entity Address, Address Line One 325 West Huron Street
Entity Address, Address Line Two Suite 700
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60654
City Area Code 312
Local Phone Number 471-6720
Entity Information, Former Legal or Registered Name 325 West Huron Street, Suit 700Chicago, Illinois 60654
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security N/A
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Security Exchange Name NONE
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