Curaleaf Holdings, Inc. (CSE: CURA / OTCQX: CURLF) (“Curaleaf” or the “Company“), a leading international provider of consumer products in cannabis, conducted its annual and special meeting of shareholders (the “Meeting“) on September 9, 2021 at 2:00 p.m. (Eastern Time).
At the Meeting, the number of directors on the board of directors of the Company for the ensuing year was fixed at nine (9) by the shareholders and the following nominees for election as directors of the Company were elected by a majority of votes cast by the shareholders virtually present or represented by proxy at the Meeting:
- Boris Jordan;
- Joseph Lusardi;
- Dr. Jaswinder Grover;
- Karl Johansson;
- Peter Derby; and
- Mitchell Kahn.
Further, Antares Professional Corporation, Chartered Professional Accountants was reappointed as the Company’s auditor for the ensuing year.
Finally, at the Meeting, the shareholders approved the amendment (the “Amendment“) to the articles of the Company in order to extend the automatic termination of the dual-class structure of the Company and to maintain such dual-class structure of the Company until the earlier to occur of (i) the transfer or disposition of the multiple voting shares in the capital of the Company by Mr. Boris Jordan, the Executive Chairman of the Company, to one or more third parties (which are not Permitted Holders (i.e. members of his immediate family and entities controlled by Mr. Jordan and members of his immediate family)); (ii) Mr. Jordan or his Permitted Holders no longer beneficially owning, directly or indirectly and in the aggregate, at least 5% of the issued and outstanding shares of the Company; and (iii) the first business day following the first annual meeting of shareholders of the Company following the subordinate voting shares of the Company being listed and posted for trading on a United States national securities exchange such as The Nasdaq Stock Market or The New York Stock Exchange.
In accordance with the corporate and securities legislation, the special resolution authorizing the Amendment was duly approved at the meeting by:
(i) 99.53% of the votes cast at the Meeting by all holders of subordinate voting shares and multiple voting shares present in person or represented by proxy, voting together as a single class;
(ii) 100% of the votes cast at the Meeting by all holders of multiple voting shares present in person or represented by proxy, voting as a class;
(iii) 97.528% of the votes cast at the Meeting by all holders of subordinate voting shares present in person or represented by proxy, voting as a class; and
(iv) for the purpose of confirming the requisite minority approval under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions has been obtained, a majority of the votes cast at the Meeting by the holders of subordinate voting shares, excluding the votes attached to 59,235,411 subordinate voting shares beneficially owned or over which control or direction is exercised by Mr. Jordan as at the record date; and the Subordinate Voting Shares beneficially owned or over which control or direction is exercised by related parties of Mr. Jordan and persons acting jointly or in concert with Mr. Jordan (including affiliates and associated).
The Company expects to file a notice of alteration with the British Columbia Registrar of Companies declaring that the articles of the Company have been amended in accordance with the Amendment on September 10, 2021, the first business day following the Meeting, and the date on which the Amendment will become effective.