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) February 3, 2022

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 February 3, 2022, the Board of Directors of Green Thumb Industries Inc. (the “Company”) increased its number of directors from seven to eight and appointed Dorri McWhorter as a director of the Company, to serve in such capacity until the Company’s 2022 Annual General Meeting of Shareholders and until her successor is elected and qualified, or until her earlier resignation, retirement or removal. Ms. McWhorter will serve on the Audit 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 “Director Compensation” in the Company’s Proxy Statement for the 2021 Annual General Meeting of Shareholders, as filed with the U.S. Securities and Exchange Commission on May 24, 2021.

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

A copy of the press release announcing Ms. McWhorter’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 February 8, 2022
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.

	GREEN THUMB INDUSTRIES INC.
Date: February 8, 2022	/s/ Benjamin Kovler
	Benjamin Kovler
	Chief Executive Officer

EX-99.1

Exhibit 99.1

Green Thumb Industries Announces Appointment of Dorri C. McWhorter to Board of Directors

CHICAGO and VANCOUVER, British Columbia, Feb. 8, 2022 (GLOBE NEWSWIRE) – 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 Dorri C. McWhorter has been appointed to its board of directors and will join its audit committee.

McWhorter brings a breadth of professional experience across a variety of businesses and industries and is known for her socially conscious approach to leadership. In 2021, McWhorter became President and Chief Executive Officer of YMCA of Metropolitan Chicago, whose mission is to develop strong children, families and communities. Prior to joining the YMCA, she served as Chief Executive Officer for the YWCA Metropolitan Chicago, an organization dedicated to empowering women and eliminating racism. During her eight-year tenure with the YWCA, McWhorter led the organization through seven mergers and acquisitions, expanded its footprint to 10 locations, implemented paid family leave and developed an inclusive retirement plan for thousands of childcare providers and small business owners. McWhorter was also a partner at Crowe Horwath, LLP, and held senior roles with Snap-on Incorporated and Booz Allen Hamilton.

“Dorri is a savvy business leader and community-driven executive who will provide meaningful perspective and expertise to Green Thumb as we continue to execute on our mission and create opportunity and positive change in our communities,” said Green Thumb Founder and Chief Executive Officer Ben Kovler. “Her years of experience working with social change organizations and dedication to helping people will further enrich the Green Thumb board and we are excited to welcome her to the team.”

“I am grateful for the opportunity to join the board of directors at Green Thumb, a company that places a strong emphasis on community impact,” said McWhorter. “I look forward to leveraging my experience and passion of bringing business and community leaders together to advance Green Thumb’s mission to promote social equity and lasting change in communities.”

McWhorter is currently a board member for Lifeway Foods Inc., a health food manufacturer, where she also serves on the audit committee, William Blair Funds, an open-end investment management company and the Skyway Concession Company, which operates the Chicago Skyway Toll Bridge. She holds several board seats for civic and philanthropic organizations, including the Chicago Center for Arts and Technology, 1871 (Technology Business Accelerator), Chicago Council on Global Affairs, Civic Consulting Alliance, Civic Federation, and Forefront. She previously served on the boards of the American Institute of Certified Public Accountants and is the Immediate Past Chairperson of the board for the Illinois CPA Society.

McWhorter has a Master of Business Administration from Northwestern University and a Bachelor of Business Administration from University of Wisconsin. She holds an honorary Doctor of Humane Letters from Lake Forest College.

McWhorter joins the following non-executive Green Thumb directors on the board:

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

William Gruver, Former Chief Administrative Officer of the Equities Division of Goldman Sachs, decorated Navy Veteran and experienced Audit Committee chair.

Wes Moore, Former 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 Armour.

Swati Mylavarapu, Compliance Subject Matter Expert: Founder and Managing Partner, Incite.org., a hybrid incubator and investment fund.

Glen Senk, Retail Subject Matter Expert: Former CEO and board director for Urban Outfitters and director of Aritzia, Boden, Kendra Scott and Opening Ceremony.

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, Doctor Solomon’s, Good Green, incredibles and RYTHM. The company also owns and operates rapidly growing national retail cannabis stores called Rise. Headquartered in Chicago, Illinois, Green Thumb has 17 manufacturing facilities, 75 open retail locations and operations across 15 U.S. markets. Established in 2014, Green Thumb employs approximately 3,800 people and serves millions of patients and customers each year. The company was named to Crain’s Fast 50 list in 2021 and a Best Workplace by MG Retailer magazine in 2018, 2019 and 2021. More information is available at www.GTIgrows.com.

Investor Contact:	Media Contact:
Andy Grossman	Grace Bondy
EVP, Capital Markets & Investor Relations	Manager, Corporate Communications
InvestorRelations@gtigrows.com	GBondy@gtigrows.com
310-622-8257	517-672-8001

Source: Green Thumb Industries

XML

Document and Entity Information	Feb. 03, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 03, 2022
Entity Registrant Name	GREEN THUMB INDUSTRIES INC.
Entity Incorporation, State or Country Code	A1
Entity File Number	000-56132
Entity Tax Identification Number	98-1437430
Entity Address, Address Line One	325 West Huron Street
Entity Address, Address Line Two	Suite 700
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60654
City Area Code	312
Local Phone Number	563-5600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001795139