Cronos Group (NASDAQ: CRON) holders back pay and auditor at 2026 meeting

Rhea-AI Filing Summary

Cronos Group Inc. reported results from its 2026 Annual Meeting of Shareholders held on June 18, 2026. Shareholders elected seven directors, each receiving over 207 million votes in favor, with Jason Adler and Darren Broughton each receiving about 220.5 million votes for.

Shareholders approved, on an advisory basis, the compensation of the named executive officers with 219,776,593 votes for and 1,624,630 against. In a separate advisory vote on the frequency of future say-on-pay votes, the largest number of votes, 207,874,325, supported holding the vote every one year. Shareholders also approved the appointment of Davidson & Company LLP as independent auditor for fiscal 2026, with 268,504,336 votes for and 3,324,423 withheld.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Votes for Darren Broughton: 220,506,387 votes Votes for Michael Gorenstein: 207,751,369 votes Say-on-pay approval votes: 219,776,593 votes for +3 more

6 metrics

Votes for Darren Broughton 220,506,387 votes Director election at 2026 Annual Meeting

Votes for Michael Gorenstein 207,751,369 votes Director election at 2026 Annual Meeting

Say-on-pay approval votes 219,776,593 votes for Advisory vote on executive compensation

Say-on-pay frequency one year 207,874,325 votes Advisory vote on frequency of say-on-pay

Auditor ratification for votes 268,504,336 votes for Appointment of Davidson & Company LLP for 2026

Auditor ratification withheld votes 3,324,423 votes withheld Appointment of Davidson & Company LLP for 2026

Key Terms

Broker Non-Votes, advisory (non-binding) resolution, say on pay, independent registered public accounting firm, +1 more

5 terms

Broker Non-Votes financial

"Jason Adler | 220,505,353 | 1,291,292 | 50,032,114"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) resolution financial

"Adoption of an advisory (non-binding) resolution to approve the compensation"

say on pay financial

"frequency of future “say on pay” votes as described in the Proxy Statement"

Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm, to serve as the Company’s independent auditor"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

remuneration financial

"authorize the Board of Directors of the Company to fix the independent auditors’ remuneration"

Remuneration is the total pay and benefits given to a company's employees, executives and board members, including salaries, bonuses, stock awards, pension contributions and other perks. Investors watch remuneration because it affects a company’s costs and the behavior of decision‑makers—generous or poorly structured pay can encourage risk-taking or dilute shareholders, while well-aligned packages can motivate management to grow value, much like a performance bonus that steers behavior toward a desired goal.

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Understanding 8-K Material Events →

falseCRONOS GROUP INC.0001656472StaynerCanada001-38403Ontario00016564722026-06-182026-06-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 value			CRON			The 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. ☐

Item 5.07.    Submission of Matters to a Vote of Security Holders.

Cronos Group Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders on June 18, 2026 (the “Meeting”). The proposals voted upon at the Meeting and the final results of the shareholder vote on each proposal are set forth below. Each of the proposals is summarized in greater detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”).

Proposal No. 1: Election of Directors

Name of Nominee						For						Withheld						Broker Non-Votes
Jason Adler						220,505,353						1,291,292						50,032,114
Darren Broughton						220,506,387						1,290,258						50,032,114
Murray Garnick						219,627,749						2,168,896						50,032,114
Michael Gorenstein						207,751,369						14,045,276						50,032,114
Dominik Meier						220,426,444						1,370,201						50,032,114
James Rudyk						216,463,958						5,332,687						50,032,114
Elizabeth Seegar						220,476,757						1,319,888						50,032,114

Proposal No. 2: Adoption of an advisory (non-binding) resolution to approve the compensation of the Company’s named executive officers

For						Against						Abstained						Broker Non-Votes
219,776,593						1,624,630						395,422						50,032,114

Proposal No. 3: Adoption of an advisory (non-binding) resolution on the frequency of future “say on pay” votes as described in the Proxy Statement

One Year						Two Years						Three Years						Abstain
207,874,325						108,955						3,074,365						10,739,000

Proposal No. 4: Appointment of Davidson & Company LLP, the Company’s independent registered public accounting firm, to serve as the Company’s independent auditor for fiscal year 2026 and to authorize the Board of Directors of the Company to fix the independent auditors’ remuneration

For						Withheld
268,504,336						3,324,423

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: June 22, 2026						By:			/s/ Michael Gorenstein
									Name: Michael Gorenstein
									Title: President and Chief Executive Officer

FAQ

What did Cronos Group Inc. (CRON) shareholders decide at the 2026 annual meeting?

Shareholders elected seven directors, approved executive compensation on an advisory basis, expressed a preference for annual say-on-pay votes, and ratified Davidson & Company LLP as independent auditor for 2026 with over 268 million votes in favor.

Were Cronos Group Inc. (CRON) directors re-elected at the 2026 shareholder meeting?

Yes, seven director nominees were elected. Each received strong support, with for votes ranging from 207,751,369 for Michael Gorenstein to 220,506,387 for Darren Broughton, alongside 50,032,114 broker non-votes recorded for each nominee.

How did Cronos Group Inc. (CRON) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory resolution on named executive officer compensation. The vote totaled 219,776,593 for, 1,624,630 against, 395,422 abstentions, and 50,032,114 broker non-votes, indicating broad support for the company’s current compensation practices.

What say-on-pay vote frequency did Cronos Group Inc. (CRON) shareholders prefer?

In the advisory frequency vote, shareholders gave the highest support to holding say-on-pay votes every one year, with 207,874,325 votes. Two-year frequency received 108,955 votes, three-year 3,074,365 votes, and 10,739,000 votes were marked as abstain.

Who is Cronos Group Inc.’s independent auditor for fiscal year 2026?

Shareholders approved Davidson & Company LLP as independent registered public accounting firm for fiscal 2026. The appointment received 268,504,336 votes for and 3,324,423 votes withheld, authorizing the Board of Directors to fix the auditors’ remuneration.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 20.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 11.7 KB