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Cronos Group (NASDAQ: CRON) adopts annual say-on-pay shareholder votes

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

Cronos Group Inc. adopted an annual schedule for shareholder Say-on-Pay Votes on executive compensation. At the 2026 Annual Meeting of Shareholders held on June 18, 2026, investors indicated a preference for annual votes. The board has now decided to follow that preference until the next required Say-on-Frequency Vote.

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
2026 Annual Meeting date June 18, 2026 Date of the 2026 Annual Meeting of Shareholders where the Say-on-Frequency Vote occurred.
Future Say-on-Pay vote frequency Annually Frequency selected by the board for future Say-on-Pay Votes on executive compensation.
Original report filing date June 22, 2026 Date the company filed the original report with final voting results from the Meeting.
non-binding advisory vote regulatory
"shareholders, in a non-binding advisory vote, indicated a preference"
A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.
Say-on-Pay Votes regulatory
"non-binding advisory votes on the compensation of the Company’s named executive officers (“Say-on-Pay Votes”)"
Say-on-Frequency Vote regulatory
"whether future Say-on-Pay Votes should be held every one, two or three years (the “Say-on-Frequency Vote”)."

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FAQ

What did Cronos Group (CRON) decide about future say-on-pay votes?
Cronos Group decided to hold future Say-on-Pay Votes on executive compensation annually. This aligns with shareholder preferences expressed at the 2026 Annual Meeting, where investors supported one-year advisory vote intervals instead of two-year or three-year options.

When did Cronos Group (CRON) shareholders express their say-on-pay frequency preference?
Shareholders expressed their preference at Cronos Group’s 2026 Annual Meeting on June 18, 2026. In a non-binding Say-on-Frequency Vote, investors indicated that Say-on-Pay Votes on executive compensation should be held every year rather than every two or three years.

How often will Cronos Group (CRON) hold say-on-pay votes going forward?
Cronos Group will hold Say-on-Pay Votes annually going forward. The board adopted an annual frequency after shareholders supported this option at the 2026 Annual Meeting and plans to continue this schedule until the next required Say-on-Frequency Vote is conducted.

Was the Cronos Group (CRON) say-on-pay frequency vote binding on the board?
The Say-on-Frequency Vote at Cronos Group’s 2026 Annual Meeting was non-binding. Although advisory only, the board chose to follow the shareholder preference for annual Say-on-Pay Votes when determining the company’s future schedule for executive compensation advisory votes.
trueCRONOS GROUP INC.0001656472TorontoCanada001-38403Ontario00016564722026-06-182026-06-18

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
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 18, 2026

CRONOS GROUP INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
001-38403
N/A
(State or other jurisdiction(Commission(I.R.S. Employer
of incorporation)File Number)Identification No.)
4491 Concession Rd 12
Stayner, Ontario
L0M 1S0
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (416) 504-0004

Not Applicable
(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
Common Shares, no par valueCRONThe NASDAQ Stock Market LLC

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. ☐


Cronos Group Inc. (the “Company”) is filing this Form 8-K/A (this “Amendment”) as an amendment to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on June 22, 2026 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s 2026 Annual Meeting of Shareholders held on June 18, 2026 (the “Meeting”). The sole purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision regarding whether future non-binding advisory votes on the compensation of the Company’s named executive officers (“Say-on-Pay Votes”) should be held every one, two or three years (the “Say-on-Frequency Vote”). Except as set forth herein, no other changes have been made to the Original Form 8-K.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
As reported in the Original Form 8-K, at the Meeting, shareholders, in a non-binding advisory vote, indicated a preference that future Say-on-Pay Votes be held annually. In light of these results, and consistent with the recommendation of the Company’s Board of Directors (the “Board”) regarding the proposal as set forth in the Company’s proxy statement for the Meeting, the Board determined that the Company will hold future Say-on-Pay Votes annually until the next required Say-on-Frequency Vote.


SIGNATURES

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.
CRONOS GROUP INC.
Dated: August 7, 2026By:/s/ Michael Gorenstein
Name: Michael Gorenstein
Title: President and Chief Executive Officer


Source: View Original Filing on SEC EDGAR

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