0001909747 False 0001909747 2024-06-04 2024-06-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

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 4, 2024

_______________________________

JUSHI HOLDINGS INC.

(Exact name of registrant as specified in its charter)

_______________________________

British Columbia000-5646898-1547061
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

301 Yamato Road, Suite 3250

Boca Raton, Florida 33431

(Address of Principal Executive Offices) (Zip Code)

(561) 617-9100

(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:

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. ☐

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

 

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

 

Item 7.01. Regulation FD Disclosure.

 

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.

 

Item 9.01. Financial Statements and Exhibits.

 

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, 2024By: /s/ Tobi Lebowitz        
  Tobi Lebowitz
  Chief Legal Officer
  

 

EXHIBIT 99.1

Jushi Holdings Inc. Announces Voting Results of Annual Meeting

BOCA RATON, Fla., June 04, 2024 (GLOBE NEWSWIRE) -- Jushi Holdings Inc. (“Jushi” or the “Corporation”) (CSE: JUSH) (OTCMKTS: JUSHF), a vertically integrated, multi-state cannabis operator, announced the voting results of the annual general meeting (the “Meeting”) of shareholders of the Corporation (“Shareholders”) that was held today as follows:

1.   Fixing the Number of Directors

The number of directors of the Corporation was set at five.

ForAgainstBroker Non-Votes
63,590,021 (98.104%)1,229,234 (1.896%)0


2.   Election of the Nominated Directors

All five nominees set forth in the proxy statement of the Corporation dated April 25, 2024, were elected as directors of the Corporation by ordinary resolutions passed by a vote held by ballot in respect to each nominee as follows:

DirectorNumber and
percentage of
Subordinate Voting
Shares (the “Shares”)
represented in person
or by proxy and entitled
to vote at the Meeting
that were voted FOR		Number and
percentage of Shares
represented in person
or by proxy and
entitled to vote at the
Meeting that were
WITHHELD from
voting		Broker Non-Votes
James A. Cacioppo32,076,361 (97.568%)799,659 (2.432%)31,943,235
Benjamin Cross32,092,198 (97.616%)783,822 (2.384%)31,943,235
Stephen Monroe32,090,192 (97.610%)785,828 (2.390%)31,943,235
Marina Hahn32,068,128 (97.543%)807,892 (2.457%)31,943,235
Billy Wafford32,516,938 (98.908%)359,082 (1.092%)31,943,235


3.   Appointment of Macias Gini & O’Connell LLP as Auditor

Macias Gini & O’Connell LLP was appointed as auditors for the Corporation, to hold office until the next annual meeting of Shareholders of the Corporation, and the directors of the Corporation are authorized to fix the auditors’ remuneration and set the terms of engagement.

ForWithholdBroker Non-Votes
64,082,711 (98.864%)736,543 (1.136%)1


4.   Approval and Renewal of 2019 Equity Incentive Plan

The Company’s 2019 Equity Incentive plan was approved and renewed, as amended, and all unallocated entitlements thereunder.

ForAgainstBroker Non-Votes
31,113,618 (94.616%)1,770,431 (5.384%)31,935,206


About Jushi Holdings Inc.        
We are a vertically integrated cannabis company led by an industry-leading management team. Jushi is focused on building a multi-state portfolio of branded cannabis assets through opportunistic acquisitions, distressed workouts, and competitive applications. Jushi strives to maximize shareholder value while delivering high-quality products across all levels of the cannabis ecosystem. For more information, visit jushico.com or our social media channels, Instagram, Facebook, X and LinkedIn.

For further information, please contact:

Investor Relations Contact:
Lisa Forman
Director of Investor Relations
617-767-4419
investors@jushico.com

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