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 16, 2026
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)
(Zip Code)
Registrant’s Telephone Number, Including Area Code:312471-6720
(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
N/A
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 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On June 16, 2026, the shareholders of Green Thumb Industries Inc. (the “Company”) approved the amendment of the Company’s existing Amended and Restated Articles (the “Existing Articles”) to vary the automatic conversion provisions of the Company’s Super Voting Shares contained in Section 28.1(7)(b) of the Existing Articles, such that automatic conversion of Super Voting Shares is triggered when the number of Super Voting Shares held by an Initial Holder (as defined in the Existing Articles) falls to 25%, instead of 50%, of the original number of such shares held by the Initial Holder (the “Amendment Proposal”), as further described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”) for the 2026 Annual and Special Meeting of Shareholders (the “2026 Annual Meeting”). A copy of the Company’s current Amended and Restated Articles is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2026 Annual Meeting, the Company’s shareholders:
1.
Set the number of directors of the Company at seven;
2.
Elected the seven director nominees named in the Company’s 2026 Proxy Statement to serve as directors until the Company’s 2027 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;
3.
Approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement;
4.
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; and
5.
Approved the amendment of the Existing Articles to vary the automatic conversion provisions of the Super Voting Shares as further described in the Proxy Statement.
Proposal No. 1: Setting the number of directors of the Company at seven:
FOR
AGAINST
294,245,458
502,943
Proposal No. 2: Election of directors:
FOR
WITHHOLD
BROKER NON-VOTES
Dawn Wilson Barnes
230,390,507
5,388,262
58,969,632
Anthony Georgiadis
229,892,078
5,886,691
58,969,632
Jeffrey Goldman
228,695,482
7,083,287
58,969,632
Benjamin Kovler
229,902,706
5,876,063
58,969,632
Ethan Nadelmann
230,401,238
5,377,531
58,969,632
Richard Reisin
230,379,527
5,399,242
58,969,632
Hannah (Buchan) Ross
230,188,382
5,590,387
58,969,632
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 the meeting:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
233,451,939
2,089,831
236,999
58,969,632
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
292,810,365
1,938,036
Proposal No. 5: The approval of the amendment of the Company’s current articles to vary the automatic conversion provisions of the Super Voting Shares as further described in the Proxy Statement.
All votes cast:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
228,711,228
6,491,284
576,257
58,969,632
Votes cast excluding those cast by the Initial Holders:
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.