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Curaleaf Holdings has filed a supplement to its management information circular ahead of its June 22, 2026 annual and special meeting. Shareholders are being asked to approve an amendment to the Company’s articles that would remove the automatic conversion trigger tied to a future U.S. stock exchange listing for multiple voting shares held by CEO and Chairman Boris Jordan, preserving the dual-class structure beyond any such listing.
The Board approved the amendment by majority, with one director opposing on the basis that it was not necessary and could have led to an unfavorable market reaction; the Company notes there was no discernible reaction after the announcement. A Special Committee reviewed alternatives, confirmed retained ownership-based sunsets and MI 61-101 “majority of the minority” protections, and chose not to hire separate legal counsel. Curaleaf also extends the proxy cut-off so shareholders can vote their Subordinate Voting Shares up to 3:00 p.m. Eastern time on June 19, 2026.
Curaleaf Holdings, Inc. has implemented a reverse stock split of its subordinate voting shares, converting three pre-split shares into one post-split share. The change took effect at the start of trading on June 5, 2026, after board approval.
The company also consolidated its multiple voting shares at the same three-to-one ratio to keep the relative rights between share classes unchanged. Subordinate voting shares outstanding moved from 698,731,895 pre-split to approximately 232,910,632 post-split, with fractional shares rounded up or down to the nearest whole share.
Curaleaf Holdings, Inc. has called a virtual annual general and special meeting for June 22, 2026, where shareholders will receive 2025 audited financial statements, elect ten directors and appoint BDO USA, P.C. as auditor.
Shareholders are asked to approve continued use of the 2018 Stock and Incentive Plan, amend the articles to remove a Nasdaq listing-based sunset on the multiple voting share structure while keeping the 5% ownership threshold and coattail protections, and authorize an exchange of up to 10,070,478 stock options with exercise prices or performance hurdles at or above $5.00 into restricted share units.
They will also vote on a court-approved plan of arrangement to continue the company from British Columbia to Delaware, with related dissent rights for registered holders. The record date is May 5, 2026 and proxies must be received by June 18, 2026 for the fully virtual webcast meeting.