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
News Market Reaction – FLGC
In the trading session that priced this news, FLGC declined 4.92%, reflecting a moderate negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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:
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