0001762359FALSE00017623592024-01-102024-01-100001762359acrg:ClassESubordinateVotingSharesMember2024-01-102024-01-100001762359acrg:ClassDSubordinateVotingSharesMember2024-01-102024-01-10

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): January 10, 2024

Commission file number 000-56021
ACREAGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

British Columbia, Canada98-1463868
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
366 Madison Ave, 14th floorNew YorkNew York10017
(Address of Principal Executive Offices)
(Zip Code)
(646) 600-9181
Registrant’s telephone number, including area code
Not Applicable
(Former name 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 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: None.

Securities registered pursuant to Section 12(g) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class E subordinate voting shares ACRHF OTC Markets Group Inc.
Class D subordinate voting sharesACRDFOTC Markets Group Inc.

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 5.07Submission of Matters to a Vote of Security Holders.
On January 9, 2024, Acreage Holdings, Inc. (“Acreage” or the “Company”) distributed a shareholder resolution and ballot to all registered holders of Class D Subordinate Voting Shares, Class E Subordinate Voting Shares and Class F Multiple Voting Shares in accordance with the Company’s articles of incorporation (the “articles”) and the Business Corporations Act (British Columbia) setting the number of directors of the Company at four (the “Resolution”). Under the Business Corporations Act (British Columbia), an “ordinary resolution” includes a resolution passed, after being submitted to all of the shareholders holding shares that carry the right to vote at general meetings, by being consented to in writing by shareholders holding shares that carry the right to vote at general meetings who, in the aggregate, hold shares carrying at least a special majority of the votes entitled to be cast on the resolution. Under Acreage’s articles, a “special majority” is two-thirds of the votes entitled to be cast on the resolution.

On January 10, 2024, Kevin P. Murphy, the registered holder of 506,396,400 votes, representing approximately 81.4% of the voting rights attached to all of the issued and outstanding shares of the Company, voted in favor of the Resolution. John Boehner, William C. Van Faasen, Dennis Curran and Corey Sheahan remain the current members of Acreage’s Board of Directors.

Item 9.01Financial Statements and Exhibits.
(d) Exhibits
   
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).



































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.
 
   ACREAGE HOLDINGS, INC.
    
 By: /s/ Corey Sheahan
   
Corey Sheahan
Executive Vice President, General Counsel and Secretary

 
Date: January 12, 2024


v3.23.4
Cover Page
Jan. 10, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Jan. 10, 2024
Entity File Number 000-56021
Entity Registrant Name ACREAGE HOLDINGS, INC.
Entity Incorporation, State or Country Code A1
Entity Tax Identification Number 98-1463868
Entity Address, Address Line One 366 Madison Ave, 14th floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10017
City Area Code 646
Local Phone Number 600-9181
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001762359
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Class E Subordinate Voting Shares  
Entity Information [Line Items]  
Title of 12(g) Security Class E subordinate voting shares
Trading Symbol ACRHF
Class D Subordinate Voting Shares  
Entity Information [Line Items]  
Title of 12(g) Security Class D subordinate voting shares
Trading Symbol ACRDF
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