8-K

GREEN THUMB INDUSTRIES INC.

Date: June 16, 2023

/s/ Bret Kravitz

Bret Kravitz

General Counsel and Secretary

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): June 14, 2023

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 5.07

Submission of Matters to a Vote of Security Holders

At the 2023 Annual General Meeting of Shareholders of Green Thumb Industries Inc. (the “Company”) held on June 14, 2023, the Company’s shareholders:

Set the number of directors of the Company at seven;

Elected the seven director nominees named in the Company’s 2023 Proxy Statement (the “Proxy Statement”) to serve as directors until the Company’s 2024 annual general meeting of shareholders or the date on which they otherwise cease to hold office under the British Columbia Corporations Act or under the Company’s articles;

Approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement; and

Approved the appointment of Baker Tilly US, LLP as auditors for the Company and authorized the Board to fix the auditors’ remuneration and terms of engagement.

Proposal No. 1: Setting the number of directors of the Company at seven:


FOR		AGAINST
290,320,437		301,419

Proposal No. 2: Election of directors:


	FOR		WITHHOLD		BROKER NON VOTES
Dawn Wilson Barnes		290,070,441		551,415		39,965,276
Wendy Berger		283,705,881		6,915,975		39,965,276
Richard Drexler		290,082,492		539,364		39,965,276
Anthony Georgiadis		285,118,245		5,503,611		39,965,276
Jeffrey Goldman		283,700,680		6,921,176		39,965,276
Benjamin Kovler		283,771,553		6,850,303		39,965,276
Ethan Nadelmann		289,980,156		641,700		39,965,276


Proposal No. 3:		The approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement.

FOR

AGAINST

ABSTAIN

BROKER

NON VOTES

286,764,707

3,376,088

481,061

39,965,276


Proposal No. 4:		The appointment of Baker Tilly US, LLP as auditors for the Company and authorization of the Board to fix the auditors’ remuneration and terms of engagement:


FOR		WITHHOLD
329,753,380		833,752