Green Thumb (GTBIF) investors approve director slate, pay and Super Voting Share change

Rhea-AI Filing Summary

Green Thumb Industries Inc. held its 2026 Annual and Special Meeting of Shareholders, where investors approved several governance items and routine business matters. Shareholders set the board size at seven directors and elected all seven nominees to serve until the 2027 annual general meeting.

They approved, on an advisory basis, the compensation of the named executive officers and ratified Baker Tilly US, LLP as the Company’s auditors, authorizing the board to set their remuneration and engagement terms. Shareholders also approved an amendment to the Amended and Restated Articles that changes the automatic conversion trigger for Super Voting Shares held by an Initial Holder from 50% to 25% of the original number of such shares.

Insights

Corporate governance analyst

Shareholders backed all proposals, including a key Super Voting Share change.

Green Thumb Industries’ shareholders approved every item at the 2026 annual and special meeting, including director elections, executive pay on an advisory basis, and the external auditor appointment. These are typical annual governance decisions, providing continuity in board composition and oversight structures.

The more notable change is to the automatic conversion provisions of the Super Voting Shares. The trigger moves from a 50% to a 25% holding threshold for Initial Holders, as defined in the articles. This alters how long enhanced voting rights may persist for certain holders, which can influence long-term control dynamics.

Vote tallies show strong support across proposals, with over 228 million votes cast for the article amendment and a separate breakout of votes excluding Initial Holders. Future proxy and governance disclosures may offer additional detail on how these revised conversion mechanics affect voting power over time.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Directors set at: 7 directors Board size vote for: 294,245,458 votes Board size vote against: 502,943 votes +5 more

8 metrics

Directors set at 7 directors Number of directors approved at 2026 Annual Meeting

Board size vote for 294,245,458 votes Votes for setting the number of directors at seven

Board size vote against 502,943 votes Votes against setting the number of directors at seven

Say-on-pay for 233,451,939 votes Advisory approval of named executive officer compensation

Article amendment for 228,711,228 votes Votes for amending Super Voting Share automatic conversion provisions

Article amendment against 6,491,284 votes Votes against amending Super Voting Share automatic conversion provisions

Auditor appointment for 292,810,365 votes Votes for appointing Baker Tilly US, LLP as auditors

Super Voting conversion threshold 25% of original shares New automatic conversion trigger for Initial Holders’ Super Voting Shares

Key Terms

Super Voting Shares, automatic conversion, Initial Holder, broker non-votes, +2 more

6 terms

Super Voting Shares financial

"to vary the automatic conversion provisions of the Company’s Super Voting Shares contained in Section 28.1(7)(b)"

Super voting shares are a class of company stock that gives holders more voting power per share than ordinary shares, like owning a few seats on a board while others have one each. Investors should care because these shares let a small group control major decisions—strategy, board appointments, mergers—regardless of their economic stake, which can protect long-term plans but also limit influence for ordinary shareholders.

automatic conversion financial

"such that automatic conversion of Super Voting Shares is triggered when the number of Super Voting Shares held by an Initial Holder"

Initial Holder financial

"when the number of Super Voting Shares held by an Initial Holder (as defined in the Existing Articles) falls to 25%"

broker non-votes financial

"Hannah (Buchan) Ross | 230,188,382 | | 5,590,387 | | 58,969,632"

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.

Emerging growth company regulatory

"Emerging growth company Item 5.03 Amendments to Articles of Incorporation or Bylaws"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Amended and Restated Articles regulatory

"approved the amendment of the Company’s existing Amended and Restated Articles (the “Existing Articles”)"

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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 16, 2026

GREEN THUMB INDUSTRIES INC.

(Exact name of Registrant as Specified in Its Charter)

British Columbia			000-56132	98-1437430
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
325 West Huron Street Suite 700
Chicago, Illinois				60654
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 312 471-6720

(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
N/A		N/A		N/A

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 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On June 16, 2026, the shareholders of Green Thumb Industries Inc. (the “Company”) approved the amendment of the Company’s existing Amended and Restated Articles (the “Existing Articles”) to vary the automatic conversion provisions of the Company’s Super Voting Shares contained in Section 28.1(7)(b) of the Existing Articles, such that automatic conversion of Super Voting Shares is triggered when the number of Super Voting Shares held by an Initial Holder (as defined in the Existing Articles) falls to 25%, instead of 50%, of the original number of such shares held by the Initial Holder (the “Amendment Proposal”), as further described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2026 (the “Proxy Statement”) for the 2026 Annual and Special Meeting of Shareholders (the “2026 Annual Meeting”). A copy of the Company’s current Amended and Restated Articles is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

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

At the 2026 Annual Meeting, the Company’s shareholders:

1.Set the number of directors of the Company at seven;

2.Elected the seven director nominees named in the Company’s 2026 Proxy Statement to serve as directors until the Company’s 2027 annual general meeting of shareholders or the date on which they otherwise cease to hold office under the British Columbia Corporations Act or under the Company’s articles;

3.Approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement;

4.Approved the appointment of Baker Tilly US, LLP as auditors for the Company and authorized the Board to fix the auditors’ remuneration and terms of engagement; and

5.Approved the amendment of the Existing Articles to vary the automatic conversion provisions of the Super Voting Shares as further described in the Proxy Statement.

Proposal No. 1: Setting the number of directors of the Company at seven:

	FOR		AGAINST
	294,245,458		502,943

Proposal No. 2: Election of directors:

	FOR		WITHHOLD		BROKER NON-VOTES
Dawn Wilson Barnes	230,390,507		5,388,262		58,969,632
Anthony Georgiadis	229,892,078		5,886,691		58,969,632
Jeffrey Goldman	228,695,482		7,083,287		58,969,632
Benjamin Kovler	229,902,706		5,876,063		58,969,632
Ethan Nadelmann	230,401,238		5,377,531		58,969,632
Richard Reisin	230,379,527		5,399,242		58,969,632
Hannah (Buchan) Ross	230,188,382		5,590,387		58,969,632

Proposal No. 3: The approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement for the meeting:

	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	233,451,939		2,089,831		236,999		58,969,632

Proposal No. 4: The appointment of Baker Tilly US, LLP as auditors for the Company and authorization of the Board to fix the auditors’ remuneration and terms of engagement:

	FOR		WITHHOLD
	292,810,365		1,938,036

Proposal No. 5: The approval of the amendment of the Company’s current articles to vary the automatic conversion provisions of the Super Voting Shares as further described in the Proxy Statement.

All votes cast:

	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	228,711,228		6,491,284		576,257		58,969,632

Votes cast excluding those cast by the Initial Holders:

	FOR		AGAINST		ABSTAIN
	25,105,232		6,491,284		576,257

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Green Thumb Industries Inc. Amended and Restated Articles
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

						GREEN THUMB INDUSTRIES INC.
						/s/ Bret Kravitz
Date: June 17, 2026						Bret Kravitz General Counsel and Secretary

FAQ

What did Green Thumb Industries Inc. (GTBIF) shareholders approve at the 2026 annual meeting?

Shareholders approved all proposals, including setting the board at seven directors, electing all seven nominees, an advisory say-on-pay vote, reappointing Baker Tilly US, LLP as auditors, and amending the articles to update the Super Voting Share automatic conversion provisions.

How did GTBIF shareholders change the Super Voting Share automatic conversion threshold?

Shareholders approved an amendment so Super Voting Shares automatically convert when an Initial Holder’s stake falls to 25% of their original Super Voting Shares, instead of 50%. This adjusts how long enhanced voting rights associated with those shares can remain in place for Initial Holders.

What were the vote results for setting Green Thumb Industries’ board at seven directors?

The proposal to set the number of directors at seven received 294,245,458 votes for and 502,943 against. This strong support confirms the chosen board size for the coming year, providing a clear mandate for the current governance structure.

Did GTBIF shareholders approve the amendment to the articles related to Super Voting Shares?

Yes. For Proposal 5, 228,711,228 votes were cast for, 6,491,284 against, and 576,257 abstained, with 58,969,632 broker non-votes. Excluding votes cast by Initial Holders, 25,105,232 were for, 6,491,284 against, and 576,257 abstained.

Was executive compensation at Green Thumb Industries approved on an advisory basis?

Shareholders approved executive compensation on an advisory basis with 233,451,939 votes for, 2,089,831 against, and 236,999 abstentions, plus 58,969,632 broker non-votes. This indicates shareholder support for the named executive officers’ pay as disclosed in the proxy statement.

Who was appointed as auditor for Green Thumb Industries (GTBIF) and how did the vote break down?

Baker Tilly US, LLP was approved as auditor, with 292,810,365 votes for and 1,938,036 withheld. Shareholders also authorized the board to fix the auditors’ remuneration and terms of engagement, maintaining continuity in the Company’s external audit relationship.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-3.1 EX-3.1 746.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 25.3 KB