8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) April 7, 2021

GREEN THUMB INDUSTRIES INC.

(Exact name of registrant as specified in its charter}

British Columbia	000-56132	98-1437430
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

325 West Huron Street, Suite 700

Chicago, Illinois 60654

(Address of principal executive offices including zip code)

(312) 563-5600

(Registrant’s telephone number including area code)

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 (see General Instruction A.2. below):

☐ 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	Name of exchange on which registered
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2021, the Board of Directors of Green Thumb Industries Inc. (the “Company”) appointed Swati Mylavarapu as a director of the Company, to serve in such capacity until the Company’s 2021 Annual General Meeting of Shareholders and until her successor is elected and qualified, or until her earlier resignation, retirement or removal. Ms. Mylavarapu will serve on the Compensation Committee of the of the Board. She will be compensated for her service in the same manner as the Company’s other non-employee directors. For a description of the Company’s director compensation program, see the section titled “Executive Compensation – Director Compensation” in Amendment No. 2 to the Company’s Registration Statement on Form S-1, as filed with the U.S. Securities and Exchange Commission on February 2, 2021.

There are no arrangements or understandings between Ms. Mylavarapu and any other person pursuant to which she was selected as a director of the Company. There are no transactions in which Ms. Mylavarapu has an interest requiring disclosure under Item 404(a) of Regulation S-K.

A copy of the press release announcing Ms. Mylavarapu’s appointment as a director of the Company is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Press release dated April 7, 2021

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.

	GREEN THUMB INDUSTRIES INC.
	/s/ Benjamin Kovler
Date: April 7, 2021	Benjamin Kovler Chief Executive Officer

EX-99.1

Exhibit 99.1

Green Thumb Industries Expands Independent Governance with Appointment of Swati Mylavarapu to Board of Directors

CHICAGO and VANCOUVER, British Columbia, April 7, 2021 – Green Thumb Industries Inc. (Green Thumb) (CSE: GTII) (OTCQX: GTBIF), a leading national cannabis consumer packaged goods company and owner of Rise^™ Dispensaries, today announced that Swati Mylavarapu has joined its Board of Directors and will serve on the Compensation Committee.

Mylavarapu brings nearly a decade of experience investing, advising and building mission-driven technology companies. Since 2017, Mylavarapu has served as Founder and Managing Partner of Incite.org, a hybrid incubator and investment fund that combines venture capital, philanthropy, and civic advocacy to accelerate bold ideas and solve some of the world’s most pressing challenges. She was an investment partner at venture capital firm Kleiner Perkins Caufield & Byers from 2015 to 2017. Prior to that, Mylavarapu built the early international efforts for the financial services and digital payments company Square. She also served as National Investment Chair for Pete Buttigieg’s 2019-2020 Presidential bid.

“Swati’s impressive background, stellar credentials and combined experience in technology, innovation, social impact and philanthropy bring a unique and invaluable perspective to our board,” said Green Thumb Founder and Chief Executive Officer Ben Kovler. “We could not be more excited to add her voice and skillsets to the team.”

“I am honored to join the Board of Directors of Green Thumb, whose mission, values and executive team I deeply respect,” said Mylavarapu. “I look forward to making a positive impact for a company that aligns with my principles and prioritizes being good corporate citizens by giving back to communities, creating opportunity and jobs, and advocating for social change.”

Mylavarapu is a trustee for the Rhodes Trust, an educational charity that supports exceptional students from around the world to study at the University of Oxford. She is also a board member for Vote.org, which uses technology to simplify political engagement, increase voter turnout, and strengthen American democracy. She previously served on the boards of B Lab and Paid Leave for the U.S.

She has a Master of Philosophy in Economic and Social History from the University of Oxford and a Bachelor of Arts degree from Harvard. She is a Rhodes Scholar, a Truman Scholar and a member of Phi Beta Kappa.

Mylavarapu joins the following non-executive Green Thumb board directors:

Wendy Berger: Principal, WBS Equities, LLC., which specializes in ground-up construction, renovation, development, sale lease back transactions and acquisitions.

William Gruver: Senior Fellow at the Open Discourse Coalition, Professor Emeritus at Bucknell University, former Chief Administrative Officer of the Equities Division of Goldman Sachs, decorated Navy veteran and experienced Audit Committee chair. Serves on the Audit Committee of Private Client Bank and Finance Committee of the Lee Health System Foundation.

Wes Moore: CEO of Robinhood, New York’s largest poverty-fighting organization, best-selling author and decorated Army combat veteran. Serves on the boards of IAC/Interactive Corp. and Under Amour.

Glen Senk: Chairman and CEO of Front Row Partners, Advisory Director to Berkshire Partners and former CEO of Urban Outfitters. Serves on the boards of Aritzia and Boden.

About Green Thumb Industries:

Green Thumb Industries Inc. (“Green Thumb”), a national cannabis consumer packaged goods company and retailer, promotes well-being through the power of cannabis while giving back to the communities in which it serves. Green Thumb manufactures and distributes a portfolio of branded cannabis products including Beboe, Dogwalkers, Dr. Solomon’s, incredibles, Rythm and The Feel Collection. The company also owns and operates rapidly growing national retail cannabis stores called Rise^™. Headquartered in Chicago, Illinois, Green Thumb has 13 manufacturing facilities, licenses for 97 retail locations and operations across 12 U.S. markets. Established in 2014, Green Thumb employs over 2,400 people and serves thousands of patients and customers each year. The company was named a Best Workplace 2018 by Crain’s Chicago Business and MG Retailer magazine in 2018 and 2019. More information is available at GTIgrows.com.

Investor Contact:	Media Contact:
Jennifer Dooley	Linda Marsicano
Chief Strategy Officer	VP, Corporate Communications
InvestorRelations@gtigrows.com	lmarsicano@gtigrows.com
310-622-8257	773-354-2004

Source: Green Thumb Industries