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Cresco Labs Announces Voting Results of Its Annual and Special Meeting of Shareholders
Rhea-AI Impact
(Low)
Rhea-AI Sentiment
(Neutral)
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Rhea-AI Summary
Cresco Labs (CSE:CL, OTCQX:CRLBF) held its annual shareholder meeting on July 15, 2022, where shareholders approved the election of 11 directors, including Charles Bachtell and Robert M. Sampson. Marcum LLP was reappointed as auditor. A significant resolution was passed regarding the company's Super Voting Shares, amending the investment agreement to facilitate a share repurchase for $800,001 after a future U.S. listing event. This decision prevents the issuance of new Super Voting Shares and mandates cancellation upon repurchase.
Positive
Approval of a strong board of directors with 11 elected members.
Reappointment of Marcum LLP as auditor indicates stability.
Amendment to Super Voting Shares agreement sets clear future actions.
Negative
Super Voting Shares will be eliminated, potentially reducing shareholder influence.
CHICAGO--(BUSINESS WIRE)--
Cresco Labs (CSE:CL) (OTCQX:CRLBF) (“Cresco Labs” or the “Company”), a vertically integrated multistate operator and the number one U.S. wholesaler of branded cannabis products, conducted its annual and special meeting of shareholders (the “Meeting”) today, July 15, 2022 at 10:00 a.m. (Central Time).
At the Meeting, the number of directors on the board of directors of the Company for the ensuing year was fixed at eleven (11) 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:
Charles Bachtell
Robert M. Sampson
John R. Walter
Gerald F. Corcoran
Thomas J. Manning
Randy D. Podolsky
Marc Lustig
Michele Roberts
Carol Vallone
Tarik Brooks
Sidney Dillard
Further, Marcum LLP was reappointed as the Company’s auditor for the ensuing year.
The final matter voted on at the Meeting relates to the Company’s Super Voting Shares. On June 3, 2022, the Company amended and restated the investment agreement (the “Investment Agreement”), originally dated as of November 30, 2018, among the holders of the Super Voting Shares and the Company. As amended and restated, the Investment Agreement provides that the Company will repurchase (the “Share Repurchase”) all of the Super Voting Shares for an aggregate amount of $800,001, equivalent to the aggregate consideration paid by the holders for such Super Voting Shares, not later than the first business day after the first annual meeting of shareholders of the Company following a future listing of the Company’s Subordinate Voting Shares on a United States national securities exchange (a “U.S. Listing Event”), such as NASDAQ or The New York Stock Exchange.
At the Meeting, the shareholders approved the special resolution (the “Special Resolution”) to amend the articles of the Company such that following any future listing U.S. Listing Event: (i) the Company may not issue any new Super Voting Shares, (ii) any Super Voting Shares repurchased by the Company must be cancelled and may not be reissued, and (iii) at the time there are no Super Voting Shares outstanding, the Company may take such appropriate action (without the need for future shareholder action or approval) as may be necessary to remove the Super Voting Shares from the Company’s authorized share structure.
After the amendment of the Company’s articles contemplated by the Special Resolution and the completion of the Share Repurchase following a U.S. Listing Event, no Super Voting Shares will remain outstanding and the Company will be unable to issue new Super Voting Shares.
About Cresco Labs Inc.
Cresco Labs is one of the largest vertically integrated multistate cannabis operators in the United States, with a mission to normalize and professionalize the cannabis industry. Employing a consumer-packaged goods (“CPG”) approach, Cresco Labs is the largest wholesaler of branded cannabis products in the U.S. Its brands are designed to meet the needs of all consumer segments and comprised of some of the most recognized and trusted national brands including Cresco, High Supply, Mindy's Edibles, Good News, Remedi, Wonder Wellness Co. and FloraCal Farms. Sunnyside, Cresco Labs’ national dispensary brand, is a wellness-focused retailer created to build trust, education and convenience for both existing and new cannabis consumers. Recognizing that the cannabis industry is poised to become one of the leading job creators in the country, Cresco Labs operates the industry’s largest Social Equity and Educational Development initiative, SEED, which was established to ensure that all members of society have the skills, knowledge and opportunity to work and own businesses in the cannabis industry. Learn more about Cresco Labs at www.crescolabs.com.
What key decisions were made during Cresco Labs' July 2022 shareholder meeting?
During the meeting, Cresco Labs' shareholders elected 11 directors and reappointed Marcum LLP as the auditor. They also approved amendments to the Super Voting Shares agreement.
What is the significance of the Super Voting Shares amendment for Cresco Labs' shareholders?
The amendment allows for the repurchase of all Super Voting Shares for $800,001 and prevents any future issuance, which may reduce shareholder influence.
Who were elected as directors at Cresco Labs' July 2022 meeting?
Directors elected included Charles Bachtell, Robert M. Sampson, John R. Walter, and others, totaling 11 members.
What is the financial impact of the Super Voting Shares repurchase on Cresco Labs?
The company plans to repurchase Super Voting Shares for $800,001, reflecting a strategic move as it prepares for a future U.S. listing.
When is the next potential U.S. listing for Cresco Labs?
The timing of a U.S. listing event has not been specified, but it is anticipated to occur after the completion of the Share Repurchase.
