STOCK TITAN

Planet 13 (PLNH) investors elect full board and boost equity plan shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Planet 13 Holdings Inc. reported the results of its 2026 annual shareholder meeting. Shareholders representing 192,477,800 common shares were present in person or by proxy.

All seven director nominees were elected, with support levels generally above 98 million "for" votes each. Shareholders also approved an amendment to the 2023 Equity Incentive Plan, increasing the shares of common stock authorized for issuance from 32,000,000 to 52,000,000, with 94,405,520 votes for, 20,175,406 against, and 415,251 abstentions. In addition, shareholders ratified the appointment of Davidson & Company LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 185,153,921 votes for, 5,237,410 against, and 2,086,469 abstentions.

Positive

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Negative

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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.
Shares represented at meeting 192,477,800 shares Common stock present in person or by proxy at 2026 annual meeting
Equity plan old authorization 32,000,000 shares Shares of common stock previously authorized under 2023 Equity Incentive Plan
Equity plan new authorization 52,000,000 shares Shares of common stock authorized after shareholder approval of amendment
Equity plan votes for 94,405,520 votes Votes in favor of increasing shares under 2023 Equity Incentive Plan
Equity plan votes against 20,175,406 votes Votes against amendment to 2023 Equity Incentive Plan
Auditor ratification votes for 185,153,921 votes Votes to ratify Davidson & Company LLP for fiscal year ending December 31, 2026
Auditor ratification votes against 5,237,410 votes Votes against ratifying Davidson & Company LLP
Example director support 112,481,413 votes Votes for director nominee David Loop, with 2,514,764 withheld
broker non-votes financial
"Director | | For | | Withheld | | Broker Non-Votes"
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.
2023 Equity Incentive Plan financial
"approved the amendment to Planet 13 Holdings Inc.’s 2023 Equity Incentive Plan"
independent registered public accounting firm financial
"ratified the appointment of Davidson & Company LLP as our independent registered public accounting firm"
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.
emerging growth company regulatory
"Emerging growth company"
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.
Annual Meeting financial
"held its 2026 annual meeting of shareholders (the “Annual Meeting”)"
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.
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false 0001813452 0001813452 2026-06-10 2026-06-10
 
 
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 10, 2026
 
PLANET 13 HOLDINGS INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
000-56374
 
83-2787199
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
 
2548 West Desert Inn Road, Suite 100
Las Vegas, Nevada
 
89109
(Address of principal executive offices)
 
(Zip Code) 
 
(702) 815-1313
(Registrants 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 (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.424)
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: None
 
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 10, 2026, Planet 13 Holdings, Inc. (the “Company”, “our”, or “we”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). According to the inspector of elections, the shareholders present in person or by proxy at the Annual Meeting represented 192,477,800 shares of common stock (entitled to one vote per share). At the Annual Meeting, the Company’s shareholders considered three proposals, each of which is described in more detail in the Company’s 2026 proxy statement. Below are the final results of the matters voted on at the Annual Meeting.
 
1.
Election of Directors
 
Our shareholder elected the following directors to serve until the close of business of the next annual meeting of the Company’s shareholders or until such director’s successor has been duly elected and qualified. We set forth below the results of the shareholder vote for each director nominee:
 
Director
 
For
 
Withheld
 
Broker Non-Votes
Robert Groesbeck
 
98,684,780
 
16,311,397
 
77,481,623
Larry Scheffler
 
101,881,122
 
13,115,055
 
77,481,623
Adrienne O’Neal
 
105,767,385
 
9,228,792
 
77,481,623
Kevin Martin
 
103,227,578
 
11,768,599
 
77,481,623
David Loop
 
112,481,413
 
2,514,764
 
77,481,623
Nancy Saitta
 
106,322,494
 
8,673,683
 
77,481,623
Leilani Bradford
 
106,332,279
 
8,663,898
 
77,481,623
 
2.
Amendment to Planet 13 Holdings Inc.s 2023 Equity Incentive Plan
 
Our shareholders approved the amendment to Planet 13 Holdings Inc.’s 2023 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 32,000,000 to 52,000,000. We set forth below the results of the shareholder vote on this proposal:
 
For
 
Against
 
Abstain
 
94,405,520
 
20,175,406
 
415,251
 
 
 
3.
Ratification of Appointment of Independent Registered Public Accounting Firm
 
Our shareholders ratified the appointment of Davidson & Company LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. We set forth below the results of the shareholder vote on this proposal:
 
For
 
Against
 
Abstain
185,153,921
 
5,237,410
 
2,086,469
 
 

 
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 thereunto duly authorized.
 
 
Planet 13 Holdings Inc.
     
Date: June 11, 2026
By:
/s/ Robert Groesbeck
 
Name
Robert Groesbeck
 
Its:
Co-Chief Executive Officer
     
Date: June 11, 2026
By:
/s/ Larry Scheffler
 
Name:
Larry Scheffler
 
Its:
Co-Chief Executive Officer
 
 
 

FAQ

What did Planet 13 (PLNH) shareholders vote on at the 2026 annual meeting?

Shareholders elected seven directors, approved an amendment to the 2023 Equity Incentive Plan, and ratified Davidson & Company LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, based on the reported vote totals.

How many Planet 13 (PLNH) shares were represented at the 2026 annual meeting?

The meeting had strong participation, with shareholders representing 192,477,800 shares of common stock, each entitled to one vote per share. This figure reflects the total voting power present in person or by proxy for all proposals.

Were all Planet 13 (PLNH) director nominees elected in 2026?

All seven director nominees were elected to serve until the next annual meeting or until successors are duly elected and qualified. Each nominee received a substantial number of "for" votes, alongside some withheld votes and broker non-votes.

What change was made to Planet 13’s 2023 Equity Incentive Plan?

Shareholders approved increasing the shares of common stock authorized for issuance under the 2023 Equity Incentive Plan from 32,000,000 to 52,000,000. The proposal received 94,405,520 votes for, 20,175,406 against, and 415,251 abstentions.

Who audits Planet 13 (PLNH) after the 2026 shareholder vote?

Shareholders ratified the appointment of Davidson & Company LLP as Planet 13’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 185,153,921 votes for, 5,237,410 against, and 2,086,469 abstentions.

What were the vote results for key Planet 13 (PLNH) director nominees?

For example, David Loop received 112,481,413 votes for and 2,514,764 withheld, while Nancy Saitta received 106,322,494 for and 8,673,683 withheld. Each nominee also had 77,481,623 broker non-votes recorded.

Filing Exhibits & Attachments

4 documents