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.…
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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%)