Curaleaf (CURLD) investors approve Delaware move, share and option changes
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
Curaleaf Holdings reported results of its 2026 annual general and special shareholders meeting, where 1.71 billion votes were cast. Shareholders approved an amendment to the articles removing the automatic conversion feature of the Company’s Multiple Voting Shares after a U.S. stock exchange listing, with strong support across all voting classes.
They also approved an exchange program under which up to 10,070,478 stock options with exercise prices or performance conditions at or above US$5.00 can be exchanged for restricted share units under the 2018 Stock and Incentive Plan. In addition, shareholders backed a plan of arrangement to continue the Company from British Columbia to the State of Delaware, subject to court approval.
All seven nominated directors were elected with more than 97% support each, BDO USA, P.C. was reappointed as auditor, and shareholders approved continued use of the long-term incentive plan and related unallocated awards.
Positive
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Insights
Curaleaf shareholders approved major governance, equity incentive and domicile changes with very high support.
Shareholders backed three structural proposals: removing the automatic conversion feature on Multiple Voting Shares, launching an Option Exchange Program, and approving a plan of arrangement to continue the company from British Columbia to Delaware. Each measure received more than 96% of votes cast, indicating broad support among voting shareholders.
The automatic conversion change keeps the dual-class structure from automatically collapsing after a U.S. listing, while the option exchange allows up to 10,070,478 higher-priced or performance-based options at or above US$5.00 to be swapped into restricted share units. The Delaware continuation still requires a final court order, with a hearing set for June 25, 2026.
Board continuity is reinforced by all seven director nominees receiving at least 97.156% support, and the long-term incentive plan and auditors were also reapproved by large margins. The overall package clarifies Curaleaf’s governance, incentive, and jurisdictional framework ahead of potential future U.S. listing or expansion steps described in the proposals.
Key Figures
Total votes cast: 1,712,387,752 votes
Option Exchange Program size: 10,070,478 options
Amendment approval (all shares together): 97.008%
+5 more
8 metrics
Total votes cast
1,712,387,752 votes
Votes represented at June 22, 2026 shareholders meeting
Option Exchange Program size
10,070,478 options
Maximum stock options eligible for exchange into RSUs
Amendment approval (all shares together)
97.008%
Votes for amendment to remove automatic conversion feature
Amendment approval (Multiple Voting Shares)
100.000%
Multiple Voting Shares voting as a class in favor
Amendment approval (Subordinate Voting Shares)
83.072%
Subordinate Voting Shares voting as a class in favor
Option Exchange approval (all shares)
96.960%
Votes for Option Exchange Resolution, all classes together
Arrangement approval
99.934%
Votes for plan of arrangement to continue to Delaware
Auditor appointment approval
99.977%
Votes for appointing BDO USA, P.C. as auditor
Key Terms
Multiple Voting Shares, Option Exchange Program, restricted share units, plan of arrangement, +2 more
6 terms
Option Exchange Program financial
"implementation of a proposed exchange program whereby up to 10,070,478 of the Company's currently outstanding stock options"
plan of arrangement regulatory
"The proposed plan of arrangement (the "Arrangement") under Section 288 of the Business Corporations Act (British Columbia)"
A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.
Multilateral Instrument 61-101 regulatory
"pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions"
Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.
2018 Stock and Incentive Plan financial
"under the Company's 2018 Stock and Incentive Plan (as amended from time to time)"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2026
Commission File Number: 333-249081
Curaleaf Holdings, Inc.
(Name of Registrant)
(Name of Registrant)
666 Burrard Street, Suite 1700,
Vancouver, British Columbia V6C 2X8, Canada
(Address of Principal Executive Office)
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
SIGNATURE
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, thereunto duly authorized.
CURALEAF HOLDINGS, INC. | |||||||||||
(Registrant) | |||||||||||
Date: | June 22, 2026 | By: | /s/ Peter Clateman | ||||||||
Name: | Peter Clateman | ||||||||||
Title: | Chief Legal Officer | ||||||||||
EXHIBIT INDEX
Exhibit Number | Description | |||||||
99.1 | Press Release | |||||||
99.2 | Report of Voting Results | |||||||
Curaleaf Holdings, Inc. Investor Relations Curaleaf Announces Results of its 2026 Shareholders Meeting STAMFORD, Conn., June 22, 2026 /PRNewswire/ -- The annual general and special meeting of shareholders of Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) ("Curaleaf" or the "Company"), a leading international provider of consumer products in cannabis, was held today via live webcast online (the "Meeting"). The total number of votes cast by the shareholders in person or represented by proxy at the Meeting was 1,712,387,752 votes (with each subordinate voting share of the Company ("Subordinate Voting Share") entitling the holder thereof to one (1) vote, and each multiple voting share of the Company ("Multiple Voting Share") entitling the holder thereof to fifteen (15) votes). At the Meeting, among other things, the requisite shareholder approvals were obtained by the Company in respect of the following items: The proposed amendment (the "Proposed Amendment") to the articles of the Company having the effect of amending the share capital of the Company to remove the automatic conversion feature of the Multiple Voting Shares following the listing of the Subordinate Voting Shares on the Nasdaq Stock Market, New York Stock Exchange or another exchange or other marketplace approved by the board of directors of the Company. The Company expects to file a notice of alteration with the British Columbia Registrar of Companies declaring that the articles of the Company have been amended in accordance with the Proposed Amendment on or about June 23, 2026, the first business day following the Meeting and the date on which the Proposed Amendment will become effective. The implementation of a proposed exchange program whereby up to 10,070,478 of the Company's currently outstanding stock options having an exercise price or subject to performance vesting conditions tied to a trading price per share equal to or exceeding US$5.00 will be exchanged for restricted share units of the Company issued under the Company's 2018 Stock and Incentive Plan, as amended from time to time (the "Option Exchange Program"). The Company expects to implement the Option Exchange Program on or about June 30, 2026. The proposed plan of arrangement (the "Arrangement") under Section 288 of the Business Corporations Act (British Columbia) involving, among other things, the continuation of the Company out of British Columbia, Canada to the State of Delaware in the United States. The Company intends to apply to the Court for a final order approving the Arrangement and declaring that the Arrangement is procedurally and substantively fair and reasonable to the shareholders of the Company (the "Final Order Hearing"). The Final Order Hearing is scheduled for June 25, 2026, at 9:45 a.m. (Vancouver Time) at the Supreme Court of British Columbia, 800 Smithe Street, Vancouver, British Columbia, V6Z 2E1, or as soon thereafter as counsel may be heard, or at any other date and time and by any other method as the Court may direct. At the Meeting, the Proposed Amendment was approved by (i) 97.01% of the votes cast by the holders of Subordinate Voting Shares and Multiple Voting Shares, voting together as a single class, (ii) 83.07% of the votes cast by the holders of Subordinate Voting Shares, voting together as a class, (iii) 100% of the votes cast by the holders of Multiple Voting Shares, voting together as a class, and (iv) 79.66% of the votes cast by holders of Subordinate Voting Shares, excluding the shares held directly or indirectly by Mr. Jordan and any other Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Arrangement was approved by 99.93% of the votes cast by holders of Subordinate Voting Shares and Multiple Voting Shares, voting together as a single class. In addition, at the Meeting, all seven (7) nominees listed in the Circular were elected as directors of the Company. The detailed results for the election of the directors are as follows: Percentage of Votes Name of Director For (%) Withheld (%) Michelle Bodner 99.925 % 0.075 % Faith Charles 99.909 % 0.091 % Torsten Greif 99.745 % 0.255 % Karl Johansson 97.156 % 2.844 % Boris Jordan 97.360 % 2.640 % Joseph Lusardi 99.744 % 0.256 % Shasheen Shah 99.778 % 0.222 % Additional details on each of the matters voted upon at the Meeting are available in the Company's management information circular dated May 7, 2026 (the "Circular"), as supplemented by the supplement to the Circular dated June 15, 2026, both of
which can be found under the Company's profile on SEDAR+ (www.sedarplus.ca) and on EDGAR (https://www.sec.gov/edgar). The formal report on voting results with respect to all matters voted upon during the Meeting was filed with the applicable securities regulatory authorities and is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov/edgar. About Curaleaf Holdings Curaleaf Holdings, Inc. (TSX: CURA) (OTCQX: CURLF) is a leading international provider of consumer products in cannabis with a mission to enhance lives by cultivating, sharing and celebrating the power of the plant. As a high-growth cannabis company known for quality, expertise and reliability, the Company and its brands, including Curaleaf, Select, Grassroots, Find, Dark Heart, and Anthem provide industry-leading service, product selection and accessibility across the medical and adult use markets. Curaleaf International is powered by a strong presence in all stages of the supply chain. Its unique distribution network throughout Europe, Canada and Australasia brings together pioneering science and research with cutting-edge cultivation, extraction and production. Curaleaf is listed on the Toronto Stock Exchange under the symbol CURA and trades on the OTCQX market under the symbol CURLF. For more information, please visit https://ir.curaleaf.com. Forward Looking Statements This media advisory contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward–looking statements or information, including statements about the expected effective date for the Proposed Amendment, the implementation of the Option Exchange Program and statements about the Arrangement, including the Final Order Hearing. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as "plans", "expects" or "proposed", "is expected", "intends", "anticipates", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. Such forward-looking statements and information reflect management's current beliefs and are based on assumptions made by and information currently available to the company with respect to the matter described in this new release. Forward-looking statements involve risks and uncertainties, which are based on current expectations as of the date of this release and subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Additional information about these assumptions and uncertainties is contained under "Risk Factors and Uncertainties" in the Company's latest annual information form filed on February 26, 2026, which is available under the Company's SEDAR profile at http://www.sedar.com, and in other filings that the Company has made and may make with applicable securities authorities in the future. Forward-looking statements contained herein are made only as to the date of this press release and we undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. The Toronto Stock Exchange has not reviewed, approved or disapproved the content of this news release. Investor Contact Curaleaf Holdings, Inc. Camilo Lyon, Chief Investment Officer IR@curaleaf.com Media Contact MATTIO Communications MattioCuraleaf@mattio.com SOURCE Curaleaf Holdings, Inc. https://ir.curaleaf.com/2026-06-22-Curaleaf-Announces-Results-of-its-2026-Shareholders-Meeting
CURALEAF HOLDINGS, INC. REPORT OF VOTING RESULTS TO: British Columbia Securities Commission Alberta Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Manitoba Securities Commission Ontario Securities Commission Autorité des marchés financiers (Québec) Financial and Consumer Services Commission (New Brunswick) Nova Scotia Securities Commission Financial and Consumer Services Division (Prince Edward Island) Office of the Superintendent of Securities Service, Newfoundland and Labrador Office of the Yukon Superintendent of Securities Office of the Superintendent of Securities (Northwest Territories) Office of the Superintendent of Securities, Nunavut In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following sets out the matters voted upon at the annual general and special meeting of shareholders of Curaleaf Holdings, Inc. (the "Company") held on June 22, 2026 (the "Meeting"). Each of the matters set out below is described in greater detail in the Company's management information circular (the "Circular") dated May 7, 2026, as supplemented by the supplement to the Circular dated June 15, 2026. 1. Setting the Number of Directors The number of directors was fixed at ten (10) directors. The results of the votes cast are set out below: Votes For (%) Votes Against (%) 99.884% 0.116% 2. Election of Directors Each of the seven (7) director nominees listed in the Circular was elected as a director of the Company until the next annual general meeting of shareholders or until their successor is elected or appointed. The results of the votes cast are set out below: Nominee Votes For (%) Votes Withheld (%) Michelle Bodner 99.925% 0.075% Faith Charles 99.909% 0.091% Torsten Greif 99.745% 0.255% Karl Johansson 97.156% 2.844% Boris Jordan 97.360% 2.640% Joseph Lusardi 99.744% 0.256% Shasheen Shah 99.778% 0.222%
- 2 - 3. Appointment of Auditors BDO USA, P.C. was appointed as the auditors of the Company until the next annual meeting of shareholders and the board of directors of the Company was authorized to fix the remuneration and terms of engagement of the auditors. The results of the votes cast are set out below: Votes For (%) Votes Withheld (%) 99.977% 0.023% 4. Approval of Unallocated Awards Under the LTIP The ordinary resolution approving the continued ability of the Company to issue awards under the Company's 2018 Stock and Incentive Plan (as amended from time to time), including the approval of unallocated awards thereunder, as more particularly described in the Circular, was approved. The vote on this resolution was required to be approved by the affirmative vote of not less than a majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the Meeting. The results of the votes cast are set out below: Votes For (%) Votes Against (%) 97.298% 2.702% 5. Amendment to the Articles of the Company The special resolution (the “Amendment Resolution”) in respect of the amendment to the articles of the Company having the effect of amending the share capital of the Company such that the automatic conversion feature of the dual-class share structure of the Company pursuant to which the multiple voting shares of the Company (the "Multiple Voting Shares") would automatically convert into subordinate voting shares of the Company (the "Subordinate Voting Shares"), on a one-to-one basis, on the date following the first annual general meeting of the shareholders of the Company following the date on which the Subordinate Voting Shares become listed or quoted on the Nasdaq Stock Market, New York Stock Exchange or another exchange or marketplace approved by the board of directors of the Company, will be removed from the articles of the Company, was approved. The full text of the Amendment Resolution is set forth in Appendix C to the Circular. The Amendment Resolution was required to be approved by: (i) at least two-thirds (2/3) of the votes cast at the Meeting by all holders of Subordinate Voting Shares and Multiple Voting Shares present in person or represented by proxy, voting together as a single class; (ii) at least two-thirds (2/3) of the votes cast at the Meeting by all holders of Multiple Voting Shares present in person or represented by proxy, voting as a class; (iii) at least two-thirds (2/3) of the votes cast at the Meeting by all holders of Subordinate Voting Shares present in person or represented by proxy, voting as a class; and (iv) for the purpose of confirming the requisite minority approval under Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), a majority of the votes cast at the Meeting by the holders of Subordinate Voting Shares, excluding the votes attached to the following shares (the numbers shown are those known to the Company
- 3 - as at the date of the Circular, after reasonable inquiry): 50,742,181 Subordinate Voting Shares beneficially owned or over which control or direction is exercised by Boris Jordan, Chairman and Chief Executive Officer of the Company or by related parties of Mr. Jordan and persons acting jointly or in concert with Mr. Jordan (including affiliates and associated), if any. The results of the votes cast are set out below: Votes For (%) Votes Against (%) Subordinate Voting Shares and Multiple Voting Shares, voting together as a single class 97.008% 2.992% Multiple Voting Shares 100.000% N/A Subordinate Voting Shares 83.072% 16.928% Subordinate Voting Shares except those required to be excluded by MI 61-101 79.663% 20.337% 6. Option Exchange Program The ordinary resolution (the “Option Exchange Resolution”) approving the implementation of an exchange program whereby up to 10,070,478 of the Company's currently outstanding stock options having an exercise price or subject to performance vesting conditions tied to a trading price per share equal to or exceeding U.S.$5.00 (“Eligible Options”) will be exchanged for restricted share units of the Company (the "Option/RSU Exchange"), as more fully described in the Circular, was approved. The Option Exchange Resolution was required to be approved by: (i) a simple majority of the votes cast by the holders of Subordinate Voting Shares and the holders of Multiple Voting Shares, voting together as a single class; and (ii) as it relates to the participation of the insiders of the Company in the Option/RSU Exchange, a simple majority of the votes cast by the holders of Subordinate Voting Shares and the holders of Multiple Voting Shares, voting together as a single class, excluding the votes attached to the Subordinate Voting Shares and Multiple Voting Shares held or over which direction or control is exercised, directly or indirectly, by insiders of the Company who are holders of Eligible Options (being Boris Jordan, Chairman and Chief Executive Officer, Joseph Lusardi, Executive Vice-Chairman, Ed Kremer, Chief Financial Officer, Peter Clateman, Chief Legal Officer, and Camilo Lyon, Chief Investment Officer), representing 61,432,923 Subordinate Voting Shares and 93,970,705 Multiple Voting Shares (being all of the issued and outstanding Multiple Voting Shares) as of May 5, 2026, as required under applicable stock exchange rules and applicable securities legislation. The results of the votes cast are set out below: Votes For (%) Votes Against (%) Subordinate Voting Shares and Multiple Voting Shares, voting together as a single class 96.960% 3.040% Subordinate Voting Shares and Multiple Voting Shares, voting together as a single class, excluding those shares held or controlled, directly or indirectly, by insiders of the Company who are holders of Eligible Options 78.424% 21.576%
- 4 - 7. Arrangement Resolution The special resolution (the “Arrangement Resolution”) in respect of the proposed plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) involving, among other things, the continuation of the Company out of British Columbia, Canada to the State of Delaware in the United States, the full text of which is set forth in Appendix D to the Circular, was approved. The Arrangement Resolution was required to be approved by at least two-thirds (2/3) of the votes cast by the holders of Subordinate Voting Shares and the holders of Multiple Voting Shares (voting together as a single class) present in person or represented by proxy at the Meeting. The results of the votes cast are set out below: Votes For (%) Votes Against (%) 99.934% 0.066% * * * * * DATED this 22nd day of June, 2026 Per: CURALEAF HOLDINGS, INC. (signed) "Peter Clateman" Name: Peter Clateman Title: Chief Legal Officer
FAQ
What is Curaleaf’s approved Option Exchange Program and how large is it?
The Option Exchange Program allows up to 10,070,478 outstanding stock options with exercise prices or performance conditions at or above US$5.00 to be exchanged for restricted share units. It was approved by 96.960% of votes, and 78.424% when excluding shares held by insiders participating in the exchange.