Jushi Holdings (CSE: JUSH) wins strong support to move domicile to Nevada
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Jushi Holdings Inc. reported the results of its 2026 annual general and special meeting of shareholders. As of the May 8, 2026 record date, 199,696,597 subordinate voting shares were outstanding, with 94,457,515 shares, or 47.301%, represented in person or by proxy.
Shareholders set the board size at five directors and elected all five nominees, each receiving at least 98.431% of votes cast, with substantial broker non-votes recorded. Macias Gini & O'Connell LLP was ratified as auditor, with 98.500% of votes cast in favor.
Shareholders also approved a special resolution for a plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) to continue and domesticate the company from British Columbia law to Nevada law, as described in the circular.
Positive
- None.
Negative
- None.
Insights
Shareholders backed all proposals, including a move from BC to Nevada.
Jushi Holdings Inc. secured strong support at its 2026 shareholder meeting. All five directors were elected with more than 98% of votes cast, and the auditor, Macias Gini & O'Connell LLP, was ratified with 98.500% support.
The most consequential item was the special resolution approving a plan of arrangement to continue and domesticate the company from British Columbia to Nevada under Section 288 of the Business Corporations Act (British Columbia). This shifts the governing legal framework to U.S. state law.
Turnout was moderate, with 94,457,515 shares, or 47.301% of outstanding subordinate voting shares, represented. Future company filings under Nevada law will outline how this redomicile interacts with Jushi’s multi-state cannabis operations and ongoing governance practices.
8-K Event Classification
3 items: 5.07, 8.01, 9.01
3 items
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 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Subordinate voting shares outstanding: 199,696,597 shares
Shares represented at meeting: 94,457,515 shares (47.301%)
Board size approval: 93,621,122 for; 836,251 against
+3 more
6 metrics
Subordinate voting shares outstanding
199,696,597 shares
Outstanding and entitled to vote as of May 8, 2026 record date
Shares represented at meeting
94,457,515 shares (47.301%)
Subordinate voting shares represented in person or by proxy at June 24, 2026 meeting
Board size approval
93,621,122 for; 836,251 against
Votes on setting number of directors at five, with 142 broker non-votes
Director support range
98.431%–99.283% for
Percentage of votes cast for each of the five elected directors
Auditor ratification support
93,040,855 for (98.500%)
Votes to ratify Macias Gini & O’Connell LLP as auditor; 1,416,660 withheld
Redomicile resolution support
49,096,864 for (98.649%)
Votes on special resolution to continue and domesticate the company from British Columbia to Nevada
Key Terms
plan of arrangement, Business Corporations Act (British Columbia), domestication, special resolution, +1 more
5 terms
plan of arrangement regulatory
"to approve a plan of 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.
Business Corporations Act (British Columbia) regulatory
"under Section 288 of the Business Corporations Act (British Columbia) involving, among other things, the continuance"
A provincial law that sets the rules for forming, managing and winding up corporations registered in British Columbia, including how directors and shareholders must act, what information companies must disclose, and how disputes are handled. Investors care because it provides a predictable rulebook — like referees and play-by-play rules in a game — that protects shareholder rights, clarifies management duties and disclosure obligations, and therefore affects a company’s legal risk and investment value.
domestication regulatory
"the continuance and domestication of the Company from the laws of British Columbia, Canada to the laws of the State of Nevada"
Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.
special resolution regulatory
"The Company’s shareholder passed a special resolution, the full text of which is set forth in Appendix A to the Management Information Circular"
A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.
Broker Non-Votes financial
"For | Against | Broker Non-Votes 93,621,122 (99.115%) | 836,251 (0.885%) | 142"
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.
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 24, 2026
___________________________________
(Exact name of registrant as specified in its charter)
___________________________________
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
( (Registrant's telephone number, including area code | ||||||||||||||
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 | Name of each exchange on which registered | ||||||
None | 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 5.07. Submission of Matters to a Vote of Security Holders.
On June 24, 2026, Jushi Holdings Inc. (the “Company”) held its 2026 Annual General and Special Meeting of Shareholders (the “Meeting”). As of the record date of May 8, 2026 (the “Record Date”), there were 199,696,597 subordinate voting shares, no par value (“Subordinate Voting Shares”), 0 multiple voting shares, 0 super voting shares and 0 preferred shares of the Company outstanding and entitled to vote at the Meeting. Of the total Subordinate Voting Shares outstanding as of the Record Date, 94,457,515 Subordinate Voting Shares, or 47.301%, were represented in person or by proxy at the Meeting.
At the Meeting, the following proposals were submitted to a vote of the Company’s stockholders, with the final voting results indicated below:
Proposal 1. The Company's shareholders set the number of directors that shall constitute the board of directors of the Company (the "Board") at five:
For | Against | Broker Non-Votes | ||||||||||||
93,621,122 (99.115%) | 836,251 (0.885%) | 142 | ||||||||||||
Proposal 2. The Company's shareholders elected the following five directors to hold office for a term expiring at the 2027 annual meeting of shareholders and until their respective successors are duly elected and qualified:
Name of Directors Elected | For | Withhold | Broker Non-Votes | |||||||||||||||||
James A. Cacioppo | 48,988,841 (98.431%) | 780,649 (1.569%) | 44,688,025 | |||||||||||||||||
Benjamin Cross | 49,006,681 (98.467%) | 762,809 (1.533%) | 44,688,025 | |||||||||||||||||
Stephen Monroe | 49,005,814 (98.466%) | 763,676 (1.534%) | 44,688,025 | |||||||||||||||||
Marina Hahn | 49,370,945 (99.199%) | 398,545 (0.801%) | 44,688,025 | |||||||||||||||||
Billy Wafford | 49,412,483 (99.283%) | 357,007 (0.717%) | 44,688,025 | |||||||||||||||||
Proposal 3. The appointment of Macias Gini & O'Connell LLP as auditors for the Company was ratified and the Company's shareholders authorized the Board to fix the auditors' remuneration and set the terms of engagement:
For | Withheld | |||||||
93,040,855 (98.500%) | 1,416,660 (1.500%) | |||||||
Proposal 4. The Company’s shareholder passed a special resolution, the full text of which is set forth in Appendix A to the Management Information Circular and Proxy Statement for the Meeting (the “Circular”), to approve a plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) involving, among other things, the continuance and domestication of the Company from the laws of British Columbia, Canada to the laws of the State of Nevada in the United States, as more particularly described in the Circular:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
49,096,864 (98.649%) | 587,188 (1.180%) | 85,438 (0.172%) | 44,688,025 | |||||||||||||||||
Item 8.01. Other Events.
On June 24, 2026, the Company issued a press release announcing the results of the Meeting, which is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 8.01 by reference.
The information disclosed pursuant to this Item 8.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |||||||
99.1 | Press Release of Jushi Holdings Inc., dated June 24, 2026 | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JUSHI HOLDINGS INC. | |||||||||||
Date: June 24, 2026 | By: | /s/ Jon Barack | |||||||||
Jon Barack | |||||||||||
President, Chief Revenue Officer and Corporate Secretary | |||||||||||
 | ||||||||
| EXHIBIT 99.1 | ||||||||
Jushi Holdings Inc. Announces Voting Results of Annual General and Special Shareholders’ Meeting
BOCA RATON, Fla., June 24, 2026 (GLOBE NEWSWIRE) -- Jushi Holdings Inc. (“Jushi” or the “Company”) (CSE: JUSH) (OTCQX: JUSHF), a vertically integrated, multi-state cannabis operator, announces the voting results of the annual general and special meeting (the “Meeting”) of shareholders of the Company (“Shareholders”) that was held today as follows:
1.Setting the Number of Directors
The number of directors of the Company was set at five.
| For | Against | Broker Non-Votes | ||||||
| 93,621,122 (99.115%) | 836,251 (0.885%) | 142 | ||||||
2.Election of the Nominated Directors
All five nominees set forth in the Management Information Circular and Proxy Statement for the Meeting (the “Circular”) dated May 11, 2026, were elected as directors of the Company by ordinary resolutions passed by a vote in respect to each nominee as follows:
| Director | Number and percentage of Subordinate Voting Shares (the “Shares”) represented in person or by proxy and entitled to vote at the Meeting that were voted FOR | Number and percentage of Shares represented in person or by proxy and entitled to vote at the Meeting that were WITHHELD from voting | Broker Non-Votes | ||||||||
| James A. Cacioppo | 48,988,841 (98.431%) | 780,649 (1.569%) | 44,688,025 | ||||||||
| Benjamin Cross | 49,006,681 (98.467%) | 762,809 (1.533%) | 44,688,025 | ||||||||
| Stephen Monroe | 49,005,814 (98.466%) | 763,676 (1.534%) | 44,688,025 | ||||||||
| Marina Hahn | 49,370,945 (99.199%) | 398,545 (0.801%) | 44,688,025 | ||||||||
| Billy Wafford | 49,412,483 (99.283%) | 357,007 (0.717%) | 44,688,025 | ||||||||
3.Appointment of Macias Gini & O’Connell LLP as Auditors
The appointment of Macias Gini & O’Connell LLP as auditors of the Company was ratified and the Shareholders authorized the board of directors of the Company to fix the auditors' remuneration and set the terms of engagement:
| For | Withhold | ||||
| 93,040,855 (98.500%) | 1,416,660 (1.500%) | ||||
4.Redomicile of the Company from British Columbia, Canada to Nevada, United States of America.
The Shareholders passed a special resolution, the full text of which is set forth in Appendix A to the Circular, to approve a plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) involving, among other things, the continuance and domestication of the Company from the laws of British Columbia, Canada to the laws of the State of Nevada in the United States, as more particularly described in the Circular:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 49,096,864 (98.649%) | 587,188 (1.180%) | 85,438 (0.172%) | 44,688,025 | ||||||||
About Jushi Holdings Inc.
We are a vertically integrated cannabis company led by an industry-leading management team. Jushi is focused on building a multi-state portfolio of branded cannabis assets through opportunistic acquisitions, distressed workouts, and competitive applications. Jushi strives to maximize shareholder value while delivering high-quality products across all levels of the cannabis ecosystem. For more information, visit jushico.com or our social media channels, Instagram, Facebook, X and LinkedIn.
We are a vertically integrated cannabis company led by an industry-leading management team. Jushi is focused on building a multi-state portfolio of branded cannabis assets through opportunistic acquisitions, distressed workouts, and competitive applications. Jushi strives to maximize shareholder value while delivering high-quality products across all levels of the cannabis ecosystem. For more information, visit jushico.com or our social media channels, Instagram, Facebook, X and LinkedIn.
For further information, please contact:
Jushi Investor Relations
Trent Woloveck
Co-Chief Strategy Director
614-271-4349
trent@jushico.com
investors@jushico.com
FAQ
What were the voting results for Jushi Holdings Inc. (JUSHF) director elections?
All five director nominees were elected with strong majorities. Support ranged from 98.431% of votes cast for James A. Cacioppo to 99.283% for Billy Wafford, with substantial broker non-votes of 44,688,025 shares recorded for each director on the election proposals.
Who is the auditor for Jushi Holdings Inc. (JUSHF) after the 2026 meeting?
Shareholders ratified Macias Gini & O’Connell LLP as auditor. The proposal received 93,040,855 votes for, representing 98.500% of votes cast, and 1,416,660 votes withheld, while the board was authorized to fix the auditors’ remuneration and set the terms of engagement.