UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 8, 2023, the shareholders of The Cannabist Company Holdings Inc. (the “Company”) voted to pass an ordinary resolution approving the amendment and restatement of the Company’s Amended and Restated Omnibus Long-Term Incentive Plan (as amended, the “Amended Plan”) in order to increase the number of common shares of the Company issuable under the Amended and Restated Omnibus Long-Term Incentive Plan by 25,000,000 common shares of the Company and make certain non-material changes to comply with applicable laws. The foregoing description of the Amended Plan is subject to and qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the annual general meeting of shareholders of the Company held virtually at 10:00 a.m. (Toronto time) on November 8, 2023 (the “Meeting”), the Company’s shareholders voted on the following proposals, which are described in detail in the Company’s definitive proxy statement and information circular filed with the United States Securities and Exchange Commission on October 17, 2023 (the “Circular”): (i) to elect nine (9) directors to serve on the Company’s board of directors until the next annual meeting of shareholders or until their successors are duly elected or appointed (“Proposal 1”), (ii) to re-appoint Davidson & Company LLP as the auditor of the Company to hold office until the next annual meeting of shareholders and to authorize the directors of the Company to fix the auditor’s remuneration (“Proposal 2”) and (iii) to consider and, if deemed advisable, pass an ordinary resolution approving certain amendments to the Company’s Amended and Restated Omnibus Long-Term Incentive Plan (“Proposal 3”).
Set forth below are the final voting results with respect to each of the proposals acted upon at the Meeting, including the number of votes cast for and against (or withheld), and the number of abstentions and broker non-votes with respect to each such proposal.
Proposal 1: Election of Directors
At the Meeting, each of the following nine (9) nominees were elected to serve on the Company’s board of directors until the next annual meeting of shareholders or until their successors are duly elected or appointed, by a vote held by ballot in respect of each nominee as follows:
| DIRECTORS | FOR | WITHHELD | BROKER NON-VOTES | |||||||||
Nicholas Vita |
94,322,352 | 845,613 | 12,174,567 | |||||||||
Michael Abbott |
91,777,426 | 3,390,539 | 12,174,567 | |||||||||
Frank Savage |
94,451,845 | 716,120 | 12,174,567 | |||||||||
James A.C. Kennedy |
93,023,971 | 2,143,994 | 12,174,567 | |||||||||
Jonathan P. May |
94,545,768 | 622,197 | 12,174,567 | |||||||||
Jeff Clarke |
94,907,502 | 260,463 | 12,174,567 | |||||||||
Alison Worthington |
94,909,685 | 258,280 | 12,174,567 | |||||||||
Julie Hill |
94,908,061 | 259,904 | 12,174,567 | |||||||||
Rosemary Mazanet |
94,910,085 | 257,880 | 12,174,567 | |||||||||
Proposal 2: Re-appointment of Auditor
At the Meeting, the shareholders voted to re-appoint Davidson & Company LLP as the auditor of the Company to hold office until the next annual meeting of shareholders and to authorize the directors of the Company to fix the auditor’s remuneration, by a vote held by ballot as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 107,121,717 | 206,568 | 14,247 | — |
Proposal 3: Amendments to the Company’s Amended and Restated Omnibus Long-Term Incentive Plan
At the Meeting, the shareholders voted to pass an ordinary resolutions approving certain amendments to the Company’s Amended and Restated Omnibus Long-Term Incentive Plan, by a vote held by ballot as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 91,631,989 | 2,827,144 | 708,832 | 12,174,567 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Exhibit Description | |
| 10.1# | The Cannabist Company Holdings Inc. Amended and Restated Long-Term Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| # | Management contract, compensatory plan or arrangement required to be filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE CANNABIST COMPANY HOLDINGS INC. | ||
| By: | /s/ David Sirolly | |
| Name: | David Sirolly | |
| Title: | Chief Legal Officer & General Counsel | |
Date: November 13, 2023