Flora Growth Announces Results of 2025 Annual and Special Meeting of Shareholders

Rhea-AI Summary

Flora Growth Corp. (NASDAQ: FLGC) held its 2025 Annual and Special Meeting of Shareholders, where several key proposals were voted upon. The company announced the election of five directors to the board: Clifford Starke, Sammy Dorf, Edward Woo, Manfred Leventhal, and Harold Wolkin.

Shareholders approved multiple significant proposals, including: the reappointment of Davidson & Company LLP as auditors, an increase in the 2022 Plan share issuance limit from 2.5M to 4.5M shares, and authorization for the Board to implement a share consolidation ratio between 10:1 and 100:1 within one year. Additionally, the repricing and amendment of vesting terms for certain Stock Appreciation Rights was approved.

Notably, shareholders rejected Proposal 4, which sought approval for granting Stock Appreciation Rights to the company's CEO, CFO, and Executive Chairman.

Positive

• All five nominated directors were successfully elected to the Board with strong shareholder support
• Shareholders approved increasing the 2022 Plan share issuance limit by 2M shares to 4.5M shares total
• Board received authorization for potential share consolidation, providing flexibility for capital structure optimization
• Strong shareholder support (85.7%) for reappointment of Davidson & Company LLP as auditors

Negative

• Shareholders rejected the proposed Stock Appreciation Rights for top executives with 85.4% voting against
• Significant opposition to the repricing of Stock Appreciation Rights with 40.1% voting against

Fort Lauderdale, Florida--(Newsfile Corp. - June 30, 2025) - Flora Growth Corp. (NASDAQ: FLGC) (FSE: 7301) ("Flora" or the "Company") held its 2025 Annual and Special Meeting of Shareholders (the "Annual Meeting"). The final voting results of the proposals submitted to a vote of the Company's shareholders at the Annual Meeting are as follows:

Proposal 1: Election of five directors to the board of directors of the Company (the "Board") to hold office until the Company's 2026 Annual Meeting of Shareholders or until their respective successors are elected or appointed:

							Broker
Director		For		Against	Abstentions		Non-Votes
Clifford Starke		7,329,521		1,500,756	20,277		4,127,339
Sammy Dorf		8,014,311		815,247	20,996		4,127,339
Edward Woo		8,622,354		204,155	24,045		4,127,339
Manfred Leventhal		8,715,612		114,001	20,941		4,127,339
Harold Wolkin		8,560,356		264,945	25,253		4,127,339

 

Proposal 2: Reappointment of Davidson & Company LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 31, 2025 and authorization of the Board to fix their renumeration.

For		Against	Abstentions
12,637,347		225,303	115,243

 

Proposal 3: Approval of an amendment to the Company's 2022 Plan to increase the number of shares issuable thereunder from 2,500,000 to 4,500,000 shares.

						Broker
For		Against		Abstentions		Non-Votes
5,548,268		3,293,584		8,702		4,127,339

 

Proposal 4: Approval of the grant of Stock Appreciation Rights to the Company's Chief Executive Officer, Chief Financial Officer, and Executive Chairman.

						Broker
For		Against		Abstentions		Non-Votes
1,291,659		7,547,118		11,777		4,127,339

 

Proposal 5: Give our Board the authority, at its discretion, to effect a share consolidation of the Company's outstanding Common Shares at a ratio not less than 10:1 and not greater than 100:1 without reducing the authorized number of Common Shares, and to be effected, if at all, in the sole discretion of our Board at any time within one year of the date of the Annual Meeting without further approval or authorization of our shareholders.

For		Against		Abstentions
10,996,887		1,296,154		684,851

 

Proposal 6: Approval of the repricing and amendment of vesting terms of certain outstanding Stock Appreciation Rights granted to certain employees and executive officers of the Company.

						Broker
For		Against		Abstentions		Non-Votes
5,292,718		3,547,911		9,925		4,127,339

 

Based on the foregoing votes, each of Clifford Starke, Sammy Dorf, Edward Woo, Manfred Leventhal and Harold Wolkin were elected to the Company's Board, and Proposals 2, 3, 5 and 6 were approved. Proposal 4 was not approved. No other matters were considered or voted upon at the Annual Meeting.

Investor Relations:

Investor Relations ir@floragrowth.com

Clifford Starke Clifford.Starke@floragrowth.com

Media:

media@floragrowth.com

Cautionary Statement Concerning Forward-Looking Statements

This press release may contain "forward-looking statements," as defined by U.S. federal securities laws. Forward-looking statements reflect Flora's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words "believe," "expect," "anticipate," "will," "could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," and the negatives of these words and other similar expressions generally identify forward-looking statements. Such forward-looking statements are subject to various and risks and uncertainties, including those described under section entitled "Risk Factors" in Flora's Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the "SEC") on March 24, 2025, as such factors may be updated from time to time in Flora's periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov/edgar. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Flora's filings with the SEC. While forward-looking statements reflect Flora's good faith beliefs, they are not guarantees of future performance. Flora disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based on information currently available to Flora (or to third parties making the forward-looking statements).

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/257340

FAQ

What were the key proposals approved at Flora Growth's (FLGC) 2025 Annual Meeting?

Shareholders approved the election of five directors, reappointment of auditors, increase in share issuance limit to 4.5M shares, and authorization for potential share consolidation between 10:1 and 100:1.

Why did Flora Growth (FLGC) shareholders reject Proposal 4 in the 2025 Annual Meeting?

Shareholders strongly rejected (85.4% against) Proposal 4, which sought approval for granting Stock Appreciation Rights to the company's CEO, CFO, and Executive Chairman.

What is the new share consolidation ratio approved for Flora Growth (FLGC)?

Shareholders approved giving the Board authority to effect a share consolidation at a ratio between 10:1 and 100:1, to be implemented at the Board's discretion within one year.

Who are the newly elected directors of Flora Growth (FLGC) for 2025-2026?

The elected directors are Clifford Starke, Sammy Dorf, Edward Woo, Manfred Leventhal, and Harold Wolkin, who will serve until the 2026 Annual Meeting.

What changes were approved to Flora Growth's (FLGC) 2022 Plan?

Shareholders approved increasing the number of shares issuable under the 2022 Plan from 2.5 million to 4.5 million shares.