Verano Holdings (VRNO) investors approve 2026 directors, pay, auditor and equity plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Verano Holdings Corp. reported the results of its 2026 annual stockholder meeting held virtually on June 18, 2026. As of the April 24, 2026 record date, 364,381,806 shares of common stock were outstanding and entitled to vote; these figures do not reflect the reverse stock split effective June 11, 2026.
Stockholders elected five directors for terms expiring at the 2027 annual meeting, with support ranging from 80.23% to 98.76% of votes cast. A non-binding advisory vote approved named executive officer compensation, with 93.64% of shares voted in favor.
Stockholders also ratified Macias Gini & O’Connell LLP as independent registered public accounting firm for the year ending December 31, 2026, with 98.37% of votes cast in favor. In addition, they reapproved the Verano Holdings Corp. Stock and Incentive Plan, including all unallocated entitlements, allowing awards to be granted under the plan until June 18, 2029, with 93.87% of shares voted in favor.
Positive
- None.
Negative
- None.
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
Shares entitled to vote: 364,381,806 shares
George Archos election support: 58,960,500 shares (91.80%) for
Highest director support: 63,431,423 shares (98.76%) for
+4 more
7 metrics
Shares entitled to vote
364,381,806 shares
Common stock outstanding as of April 24, 2026 record date
George Archos election support
58,960,500 shares (91.80%) for
Director election at 2026 annual meeting
Highest director support
63,431,423 shares (98.76%) for
Election of Charles Mueller as director
John Tipton support
51,528,299 shares (80.23%) for
Director election; 12,700,409 withheld (19.77%)
Say-on-Pay approval
60,147,000 shares (93.64%) for
Advisory vote on named executive officer compensation
Auditor ratification support
132,946,148 shares (98.37%) for
Ratification of MGO as 2026 independent auditor
Equity plan reapproval
60,296,224 shares (93.87%) for
Stock and Incentive Plan reapproved; awards allowed until June 18, 2029
Key Terms
Say-on-Pay Vote, broker non-votes, independent registered public accounting firm, Stock and Incentive Plan, +1 more
5 terms
Say-on-Pay Vote financial
"The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers (the “Say-on-Pay Vote”)."
A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.
broker non-votes financial
"60,147,000 (93.64%) | | 3,497,620 (5.44%) | | 584,088 (0.90%) | | 70,910,643 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.
independent registered public accounting firm financial
"ratified the appointment of Macias Gini & O’Connell LLP (“MGO”) as the Company’s independent registered public accounting firm for the 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.
Stock and Incentive Plan financial
"reapproved the existing Verano Holdings Corp. Stock and Incentive Plan and approved all unallocated entitlements thereunder"
reverse stock split financial
"do not reflect the Company’s previously announced reverse stock split, which became effective on June 11, 2026."
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
FAQ
How did Verano Holdings (VRNO) vote on its directors at the 2026 annual meeting?
Five directors were elected, with support between 80.23% and 98.76% of votes cast. For example, Lawrence Hirsh received 63,210,484 votes for (98.41%), while John Tipton received 51,528,299 votes for (80.23%) and 12,700,409 votes withheld (19.77%).
Was Verano Holdings Corp. (VRNO) executive compensation approved in the 2026 Say-on-Pay vote?
Yes. The advisory Say-on-Pay vote passed with 60,147,000 shares (93.64%) voted for, 3,497,620 shares (5.44%) against, and 584,088 abstentions, alongside 70,910,643 broker non-votes. This reflects strong stockholder support for the company’s named executive officer compensation program.
What changes were approved to Verano Holdings Corp. (VRNO) Stock and Incentive Plan?
Stockholders reapproved the existing Stock and Incentive Plan, including all unallocated entitlements, and authorized the company to grant awards under the plan until June 18, 2029. The proposal received 60,296,224 votes for (93.87%), 3,588,506 against (5.58%), and 343,978 abstentions, plus broker non-votes.