Trulieve (OTC: TCNNF) investors approve directors, pay and auditor

Rhea-AI Filing Summary

Trulieve Cannabis Corp. reported results from its annual shareholder meeting, where investors approved all proposals on the agenda. Shareholders set the board size at seven directors, with 107,646,420 votes for and 1,235,766 against.

All seven director nominees were elected, each receiving over 48.9 million votes for, with substantial broker non-votes reflecting shares not voted on these items. Investors also backed, on a non-binding basis, the 2025 compensation of named executive officers, with 49,752,239 votes for and 1,997,073 against.

Shareholders ratified the appointment of WithumSmith+Brown, PC as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 107,441,983 votes for and 1,169,382 against. The filing also includes an Inline XBRL cover page data exhibit.

8-K Event Classification

2 items: 5.07, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Board size approval votes: 107,646,420 for; 1,235,766 against Director election support (example): 51,696,477 votes for Lowest director support (for votes): 48,923,343 votes for +4 more

7 metrics

Board size approval votes 107,646,420 for; 1,235,766 against Proposal to set board at seven directors

Director election support (example) 51,696,477 votes for Election of director nominee Matthew Foulston

Lowest director support (for votes) 48,923,343 votes for Election of director nominee Susan Thronson

Say-on-pay advisory votes 49,752,239 for; 1,997,073 against 2025 named executive officer compensation

Say-on-pay broker non-votes 57,205,183 broker non-votes Executive compensation advisory proposal

Auditor ratification votes 107,441,983 for; 1,169,382 against Ratification of WithumSmith+Brown, PC for 2026

Auditor ratification abstentions 676,220 abstain Appointment of independent registered public accounting firm

Key Terms

broker non-votes, non-binding advisory vote, independent registered public accounting firm, Audit Committee, +1 more

5 terms

broker non-votes financial

"Votes For | Votes Against | Abstain | Broker Non-Votes 49,752,239 | 1,997,073 | 333,090 | 57,205,183"

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.

non-binding advisory vote financial

"To conduct a non-binding advisory vote on the compensation of the Company’s named executive officers."

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the ensuing fiscal year ending December 31, 2026."

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.

Audit Committee financial

"To ratify the selection by the Audit Committee of the Board of WithumSmith+Brown, PC as auditors"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

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Understanding 8-K Material Events →

false000175419500017541952026-06-092026-06-09

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 9, 2026

___________________

TRULIEVE CANNABIS CORP.

(Exact Name of Registrant as specified in its charter)

___________________

British Columbia			000-56248			84-2231905
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

3494 Martin Hurst Road
Tallahassee, FL 32312
(Address of principal executive offices and zip code)

(850) 298-8866

(Registrant’s telephone number, including area code)

Not Applicable

(Registrant’s name or former address, if change 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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 o

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 pursuant to Section 13(a) of the Exchange Act. o

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

The following are the voting results for the proposals considered and voted upon at the Meeting, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2026.

Proposal No. 1: To set the number of directors of the Company at seven (7)

Votes For						Votes Against						Abstain
107,646,420						1,235,766						405,399

Proposal No. 2: To elect seven directors as directors of the Company for the forthcoming year.

The shareholders voted to elect the following individuals as directors of the Company until the next annual meeting of shareholders at which election of directors is considered, or until his or her successor is duly elected or appointed:

Name of Director Nominee						Votes For						Votes Withheld						Broker Non-Votes
Matthew Foulston						51,696,477						385,925						57,205,183
Peter Healy						51,392,543						689,859						57,205,183
Richard May						51,395,915						686,487						57,205,183
Thomas Millner						51,361,433						720,969						57,205,183
Jane Morreau						51,425,947						656,455						57,205,183
Kim Rivers						49,390,466						2,691,936						57,205,183
Susan Thronson						48,923,343						3,159,059						57,205,183

Proposal No. 3: To conduct a non-binding advisory vote on the compensation of the Company’s named executive officers.

The shareholders approved the compensation paid to the Company’s named executive officers for the fiscal year ending December 31, 2025.

Votes For						Votes Against						Abstain						Broker Non-Votes
49,752,239						1,997,073						333,090						57,205,183

Proposal No. 4: To ratify the selection by the Audit Committee of the Board of WithumSmith+Brown, PC as auditors for the Company for the year ending December 31, 2026.

The shareholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the ensuing fiscal year ending December 31, 2026.

Votes For						Votes Against						Abstain
107,441,983						1,169,382						676,220

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
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.

Trulieve Cannabis Corp.
By:						/s/ Eric Powers
Name:						Eric Powers
Title:						Chief Legal Officer

Date: June 11, 2026

FAQ

What did Trulieve (TCNNF) shareholders decide about board size at the 2026 meeting?

Shareholders approved setting Trulieve’s board at seven directors, with 107,646,420 votes for and 1,235,766 against. This confirms the planned board structure for the coming year and supports the company’s existing governance framework.

Were Trulieve (TCNNF) director nominees elected at the latest shareholder meeting?

All seven Trulieve director nominees were elected, each receiving over 48.9 million votes for. Broker non-votes exceeded 57.2 million on each election item, indicating shares present that did not vote specifically on director elections.

How did Trulieve (TCNNF) shareholders vote on executive compensation?

Shareholders approved Trulieve’s non-binding advisory proposal on 2025 named executive officer compensation, with 49,752,239 votes for and 1,997,073 against. There were 333,090 abstentions and 57,205,183 broker non-votes on this advisory pay resolution.

Which audit firm will serve Trulieve (TCNNF) for the 2026 fiscal year?

Investors ratified WithumSmith+Brown, PC as Trulieve’s independent registered public accounting firm for the year ending December 31, 2026. The auditor ratification received 107,441,983 votes for, 1,169,382 against, and 676,220 abstentions.

Was there any change to Trulieve (TCNNF) auditors following the shareholder vote?

No change was indicated. Shareholders ratified the Audit Committee’s selection of WithumSmith+Brown, PC as auditors for the fiscal year ending December 31, 2026, confirming the firm’s continued role as Trulieve’s independent registered public accounting firm.

Did Trulieve (TCNNF) include any financial statements with this 8-K?

The report focuses on shareholder voting outcomes and does not present financial results. It lists a single exhibit, number 104, which is the cover page interactive data file embedded within the Inline XBRL document for reporting purposes.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 18.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 10.7 KB