Vireo Growth (OTC: VREOF) OKs share consolidation and CEO agreement

Rhea-AI Filing Summary

Vireo Growth Inc. reported that shareholders approved all six proposals at its May 29, 2026 annual general and special meeting. A quorum was present and the number of directors was set at seven.

Shareholders elected all seven director nominees, authorized a share consolidation at a ratio between 20-for-1 and 40-for-1 at the board’s discretion, and reappointed Davidson & Company LLP as auditors. They also approved a Second Amendment to CEO John Mazarakis’s employment agreement and a related distribution of securities to him, as described in the company’s circular.

8-K Event Classification

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

1 item

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.

Key Figures

Fix directors at seven: 631,224,603 for; 473,650 against Share consolidation approval: 622,771,167 for; 1,013,130 against Auditor appointment: 631,071,841 for; 691,843 against +3 more

6 metrics

Fix directors at seven 631,224,603 for; 473,650 against Proposal 1 vote at May 29, 2026 meeting

Share consolidation approval 622,771,167 for; 1,013,130 against Proposal 3 ordinary resolution

Auditor appointment 631,071,841 for; 691,843 against Proposal 4 appointing Davidson & Company LLP

CEO agreement amendment 446,824,793 for; 31,397,846 against Proposal 5 Second Amendment to Mazarakis Employment Agreement

CEO securities distribution 459,058,140 for; 19,155,087 against Proposal 6 distribution of securities to Mr. Mazarakis

Director vote example Dr. Kingsley 572,951,130 for; 171,555 withheld Proposal 2 director election

Key Terms

ordinary resolution, broker non-votes, emerging growth company, management information circular, +1 more

5 terms

ordinary resolution regulatory

"To consider and, if thought appropriate, to pass an ordinary resolution approving a consolidation of the Company’s outstanding subordinate voting shares"

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

broker non-votes regulatory

"For | | Against | | Abstentions | | Broker Non-Votes 631,224,603 | | 473,650 | | 100,152 | | —"

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 x On May 29, 2026, Vireo Growth Inc. (the “Company”) held its annual"

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.

management information circular regulatory

"proxy statement and management information circular for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 16, 2026"

A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.

share consolidation financial

"approving a consolidation of the Company’s outstanding subordinate voting shares, multiple voting shares and the super voting shares"

Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

false 0001771706 A1 0001771706 2026-05-29 2026-05-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): May 29, 2026

VIREO GROWTH INC.

(Exact name of registrant as specified in its charter)

British Columbia

(State or other jurisdiction of Incorporation)

000-56225		82-3835655
(Commission File Number)		(IRS Employer Identification No.)
207 South 9th Street Minneapolis, Minnesota		55402
(Address of principal executive offices)		(Zip Code)

(612) 999-1606

(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 (see General Instruction A.2. below):

¨ 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 x

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 May 29, 2026, Vireo Growth Inc. (the “Company”) held its annual general and special meeting of shareholders (the “Annual Meeting”), at which six proposals were submitted to the Company’s shareholders. The proposals are described in detail in the Company’s proxy statement and management information circular for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 16, 2026 (the “Circular”). A quorum was present for the Annual Meeting. Proposals #1-6 were approved by shareholders, including the election of the seven director nominees. The voting results with respect to each matter are set out below.

Proposal #1

To fix the number of directors of the Company to be elected at seven.

For		Against		Abstentions		Broker Non-Votes
631,224,603		473,650		100,152		—

Proposal #2

To elect Dr. Kyle E. Kingsley, Ross M. Hussey, Victor E. Mancebo, Judd T. Nordquist, John Mazarakis, Michael Steiner and Christopher J. Hagedorn as directors of the Company to take office immediately following the Annual Meeting.

Name		For		Withheld		Broker Non-Votes
Dr. Kyle E. Kingsley		572,951,130		171,555		58,675,720
Ross M. Hussey		556,859,134		16,263,551		58,675,720
Victor E. Mancebo		572,968,705		153,980		58,675,720
Judd T. Nordquist		572,964,102		158,583		58,675,720
John Mazarakis		564,851,073		8,271,612		58,675,720
Michael Steiner		572,976,302		146,383		58,675,720
Christopher J. Hagedorn		572,983,929		138,756		58,675,720

Proposal #3

To consider and, if thought appropriate, to pass an ordinary resolution approving a consolidation of the Company’s outstanding subordinate voting shares, multiple voting shares and the super voting shares, each without par value, at a ratio not less than 20-for-1 and not more than 40-for-1, with the ratio at which the consolidation would be effected to be a ratio within the range to be determined at the discretion of the board of directors of the Company (the “Board”), the full text of which is set forth in Proposal 3 in the Circular.

For		Against		Abstentions		Broker Non-Votes
622,771,167		1,013,130		8,014,108		—

Proposal #4

To appoint Davidson & Company LLP as the auditors of the Company for the ensuing year and to authorize the Board to fix their remuneration.

For		Against		Abstentions		Broker Non-Votes
631,071,841		691,843		34,721		—

Proposal #5

To consider and, if thought appropriate, to pass an ordinary resolution approving a Second Amendment to the Employment Agreement between the Company and John Mazarakis as the Chief Executive Officer of the Company (the “Second Amendment to the Mazarakis Employment Agreement”), as more fully described in the Circular.

For		Against		Abstentions		Broker Non-Votes
446,824,793		31,397,846		94,900,046		58,675,720

Proposal #6

To consider and, if thought appropriate, to pass an ordinary resolution approving a distribution of securities to Mr. Mazarakis in accordance with the Second Amendment to the Mazarakis Employment Agreement, the full text of which is set forth in Proposal 6 in the Circular.

For		Against		Abstentions		Broker Non-Votes
459,058,140		19,155,087		94,909,458		58,675,720

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 hereunto duly authorized.

	VIREO GROWTH INC.
	(Registrant)
	By:	/s/ Tyson Macdonald
		Tyson Macdonald
		Chief Financial Officer

Date: June 3, 2026

FAQ

What did Vireo Growth Inc. (VREOF) shareholders approve at the 2026 annual meeting?

Shareholders approved all six proposals at the May 29, 2026 meeting, including director elections, auditor appointment, a potential share consolidation, and amendments to CEO John Mazarakis’s employment agreement with an associated distribution of securities, as outlined in the company’s April 16, 2026 circular.

Did Vireo Growth Inc. (VREOF) approve a share consolidation, and what is the ratio?

Shareholders approved an ordinary resolution authorizing a consolidation of Vireo Growth’s outstanding shares at a ratio between 20-for-1 and 40-for-1. The exact consolidation ratio within this range will be determined at the discretion of the company’s board of directors.

Who was elected to the Vireo Growth Inc. (VREOF) board of directors in 2026?

Shareholders elected seven directors: Dr. Kyle E. Kingsley, Ross M. Hussey, Victor E. Mancebo, Judd T. Nordquist, John Mazarakis, Michael Steiner and Christopher J. Hagedorn. Each nominee received strong support, with votes detailed in the meeting results table.

Which auditor did Vireo Growth Inc. (VREOF) shareholders appoint for the ensuing year?

Shareholders approved the appointment of Davidson & Company LLP as Vireo Growth’s auditors for the ensuing year. The resolution also authorized the board of directors to fix the auditors’ remuneration, reflecting standard annual meeting business practices.

What changes involving CEO John Mazarakis were approved by Vireo Growth Inc. (VREOF) shareholders?

Shareholders approved a Second Amendment to John Mazarakis’s employment agreement as CEO and a related distribution of securities to him. These matters were presented as Proposals 5 and 6 and both received majority support, with detailed terms in the company’s circular.

Was there a quorum at Vireo Growth Inc.’s 2026 annual meeting, and how many directors were set?

A quorum was present at the May 29, 2026 annual general and special meeting. Shareholders approved Proposal 1 to fix the number of directors at seven, aligning with the slate of seven nominees subsequently elected to the board.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB