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BCS

Current Report · Items 5.07 · 8-K

VERANO HOLDINGS CORP.

Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 18, 2026, Verano Holdings Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually. As of the close of business on the record date of April 24, 2026, there were 364,381,806 shares of Company common stock, par value $0.001 (the “Common Stock”) outstanding and entitled to vote at the Annual Meeting.…

Filed Jun 18, 2026Accepted Jun 18, 2026, 4:15 PM EDTCIK 1848416Accession 0001493152-26-029332
Share

Company context

Current securities

Historical securities (4)

Recent company filings

  1. 10-Q filingOct 29, 2026
  2. Results of Operations and Financial ConditionOct 29, 2026
  3. 10-Q filingAug 5, 2026
  4. Results of Operations and Financial ConditionAug 5, 2026
  5. EFFECT filingJul 15, 2026

Disclosure sections

Items 5.07

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders. On June 18, 2026, Verano Holdings Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually. As of the close of business on the record date of April 24, 2026, there were 364,381,806 shares of Company common stock, par value $0.001 (the “Common Stock”) outstanding and entitled to vote at the Annual Meeting. Please note that the number of shares outstanding and number of shares in the voting results below do not reflect the Company’s previously announced reverse stock split, which became effective on June 11, 2026. At the Annual Meeting, the following proposals were submitted to a vote of the Company’s stockholders, with the final voting results indicated below: Proposal No. 1 : The Company’s stockholders elected the following five directors to serve as directors of the Board for terms expiring at the Company’s 2027 Annual Meeting of Stockholders and until their successors are duly elected or appointed and qualified. The results of the vote taken are as follows: Shares Withheld Broker Voted For Non-Votes ──────────────────────────────────────────────────────────── George 58,960,500 5,268,208 70,910,643 Archos (91.80%) (8.20%) Lawrence 63,210,484 1,018,224 70,910,643 Hirsh (98.41%) (1.59%) Charles 63,431,423 797,285 70,910,643 Mueller (98.76%) (1.24%) Cristina 63,270,054 958,654 70,910,643 Nuñez (98.51%) (1.49%) John 51,528,299 12,700,409 70,910,643 Tipton (80.23%) (19.77%) Proposal No. 2: The Company’s stockholders 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 Shares Abstentions Broker Voted For Voted Against Non-Votes ────────────────────────────────────────────────────────────────── 60,147,000 3,497,620 584,088 70,910,643 (93.64%) (5.44%) (0.90%) Proposal No. 3 : The Company’s stockholders ratified the appointment of Macias Gini & O’Connell LLP (“MGO”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The results of the vote taken are as follows: Shares Shares Abstentions Voted For Voted Against ─────────────────────────────────────────────────── 132,946,148 1,397,949 795,254 (98.37%) (1.03%) (0.58%) Proposal No. 4 : The Company’s stockholders reapproved the existing Verano Holdings Corp. Stock and Incentive Plan and approved all unallocated entitlements thereunder, and that the Company be able to grant awards under the Equity Plan until June 18, 2029. The results of the vote taken are as follows: Shares Shares Abstentions Broker Voted For Voted Against Non-Votes ────────────────────────────────────────────────────────────────── 60,296,224 3,588,506 343,978 70,910,643 (93.87%) (5.58%) (0.53%)

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