UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | 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.
On June 4, 2024, Jushi Holdings Inc. (the “Company”) held its 2024 Annual General Meeting of Shareholders (the “Meeting”). As of the record date of April 23, 2024 (the “record date”), there were 196,634,931 shares of the Company’s subordinate voting shares, no par value (“Subordinate Voting Shares”), outstanding (each entitled to one vote per share). Of the total shares outstanding as of the record date, 64,819,255 shares, or 32.964%, were represented in person or by proxy at the Meeting.
At the Meeting, the following proposals were submitted to a vote of the Company’s stockholders, with the final voting results indicated below:
| Proposal 1. | Setting the number of directors that shall constitute the board of directors of the Company at five: |
| For | Against | Broker Non-Votes | ||
| 63,590,021 (98.104%) | 1,229,234 (1.896%) | 0 |
| Proposal 2. | Election of five directors to hold office for a term expiring at the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified: |
| Name of Directors Elected | For | Withhold | Broker Non-Votes | |||
| James A. Cacioppo | 32,076,361 (97.568%) | 799,659 (2.432%) | 31,943,235 | |||
| Benjamin Cross | 32,092,198 (97.616%) | 783,822 (2.384%) | 31,943,235 | |||
| Stephen Monroe | 32,090,192 (97.610%) | 785,828 (2.390%) | 31,943,235 | |||
| Marina Hahn | 32,068,128 (97.543%) | 807,892 (2.457%) | 31,943,235 | |||
| Billy Wafford | 32,516,938 (98.908%) | 359,082 (1.092%) | 31,943,235 |
| Proposal 3. | The appointment of Macias Gini & O'Connell LLP as auditors for the Company and the authorization of the Board to fix the auditors' remuneration and set the terms of engagement: |
| For | Against | Broker Non-Votes | ||
| 64,082,711 (98.864%) | 736,543 (1.136%) | 1 |
| Proposal 4. | The approval and renewal of the 2019 Equity Incentive Plan: |
| For | Against | Broker Non-Votes | ||
| 31,113,618 (94.616%) | 1,770,431 (5.384%) | 31,935,206 |
On June 4, 2024, the Company issued a press release announcing the results of the Meeting, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information disclosed pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
| Exhibit No. | Description | |
| 99.1 | Press Release of Jushi Holdings Inc., dated June 4, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| JUSHI HOLDINGS INC. | ||
| Date: June 4, 2024 | By: | /s/ Tobi Lebowitz |
| Tobi Lebowitz | ||
| Chief Legal Officer | ||