Verano shareholders back 2026 director slate, pay, plan

Verano Holdings Corp. reported the results of its 2026 annual stockholder meeting held virtually on June 18, 2026.

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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.

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 reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

FAQ

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What did Verano Holdings Corp. (VRNO) shareholders decide at the 2026 annual meeting?

Shareholders elected five directors, approved executive compensation on an advisory basis, ratified Macias Gini & O’Connell LLP as auditor for 2026, and reapproved the Stock and Incentive Plan with authority to grant awards under the plan through June 18, 2029.

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.

Which auditor did Verano Holdings (VRNO) shareholders ratify for 2026 and by what margin?

Shareholders ratified Macias Gini & O’Connell LLP as Verano’s independent registered public accounting firm for the year ending December 31, 2026. The proposal received 132,946,148 votes for (98.37%), 1,397,949 votes against (1.03%), and 795,254 abstentions, indicating broad stockholder support.

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.

How many Verano Holdings (VRNO) shares were entitled to vote at the 2026 annual meeting?

As of the April 24, 2026 record date, 364,381,806 shares of Verano Holdings Corp. common stock were outstanding and entitled to vote. The company notes that these share counts and the voting results do not reflect its previously announced reverse stock split effective June 11, 2026.

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Accepted by SEC EDGAR 06/18/2026 - 04:15 PM EDT

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 18, 2026

VERANO HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-56342

98-1583243

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

224 West Hill Street, Suite 400,

Chicago, Illinois 60610

(Address of Principal Executive Offices) (Zip Code)

(312) 265-0730

(Registrant’s Telephone Number, Including Area Code)

N/A

(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
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 ☐

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 18, 2026, Verano Holdings Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually. As of the close of business on the record date of April 24, 2026, there were 364,381,806 shares of Company common stock, par value $0.001 (the “Common Stock”) outstanding and entitled to vote at the Annual Meeting. Please note that the number of shares outstanding and number of shares in the voting results below do not reflect the Company’s previously announced reverse stock split, which became effective on June 11, 2026.

At the Annual Meeting, the following proposals were submitted to a vote of the Company’s stockholders, with the final voting results indicated below:

Proposal No. 1: The Company’s stockholders elected the following five directors to serve as directors of the Board for terms expiring at the Company’s 2027 Annual Meeting of Stockholders and until their successors are duly elected or appointed and qualified. The results of the vote taken are as follows:

	Shares Voted For	Withheld	Broker Non-Votes
George Archos	58,960,500 (91.80%)	5,268,208 (8.20%)	70,910,643
Lawrence Hirsh	63,210,484 (98.41%)	1,018,224 (1.59%)	70,910,643
Charles Mueller	63,431,423 (98.76%)	797,285 (1.24%)	70,910,643
Cristina Nuñez	63,270,054 (98.51%)	958,654 (1.49%)	70,910,643
John Tipton	51,528,299 (80.23%)	12,700,409 (19.77%)	70,910,643

Proposal No. 2: 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”). The results of the vote taken are as follows:

Shares Voted For		Shares Voted Against		Abstentions		Broker Non-Votes
60,147,000 (93.64%)		3,497,620 (5.44%)		584,088 (0.90%)		70,910,643

Proposal No. 3: The Company’s stockholders 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. The results of the vote taken are as follows:

Shares Voted For		Shares Voted Against		Abstentions
132,946,148 (98.37%)		1,397,949 (1.03%)		795,254 (0.58%)

Proposal No. 4: The Company’s stockholders reapproved the existing Verano Holdings Corp. Stock and Incentive Plan and approved all unallocated entitlements thereunder, and that the Company be able to grant awards under the Equity Plan until June 18, 2029. The results of the vote taken are as follows:

Shares Voted For		Shares Voted Against		Abstentions		Broker Non-Votes
60,296,224 (93.87%)		3,588,506 (5.58%)		343,978 (0.53%)		70,910,643

SIGNATURE

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.

	VERANO HOLDINGS CORP.

Date: June 18, 2026	By:	/s/ Laura Marie Kalesnik
	Name:	Laura Marie Kalesnik
	Title:	Chief Legal Officer, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

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