DEF: Jushi Holdings Sets Date for 2025 Annual General Meeting, Outlines Key Proposals

Jushi Holdings Inc. will hold its annual general meeting on June 3, 2025, to vote on setting the number of directors, electing directors, and appointing auditors.

Summary

• Jushi Holdings Inc. will hold its 2025 annual general meeting of shareholders on June 3, 2025, at 10:00 a.m. Eastern Time, at the company's Boca Raton, FL office.
• Shareholders of record as of April 17, 2025, are entitled to vote at the meeting.
• The meeting will address setting the number of directors at five, electing five director nominees, and appointing Macias Gini & O'Connell LLP as auditors.
• The board recommends voting for all proposals.
• Proxy materials are available online and were first made available to shareholders on or about April 23, 2025.
• Shareholders can vote online, by mail, or in person at the meeting.
• To be effective, proxy instruments must be received by May 30, 2025, at 10:00 a.m. Eastern Time.
• As of April 17, 2025, there were 196,696,597 subordinate voting shares outstanding held by 224 shareholders of record.
• The company is using notice-and-access to deliver proxy materials, reducing printing and mailing costs.

Sentiment

Score: 6

Explanation: The document is primarily procedural, outlining the details of the upcoming annual general meeting. While there are some negative aspects mentioned, such as the past MCTO and Jushi Europe's bankruptcy, the overall tone is neutral and focused on corporate governance.

Positives

• The company is using notice-and-access to reduce printing and mailing costs, which is environmentally friendly.
• The board is recommending well-qualified candidates for the director positions.
• The company has a lead independent director to provide additional oversight.
• The Audit Committee is composed of members who meet the independence requirements pursuant to NI 52-110 and each is financially literate within the meaning of NI 52-110.

Negatives

• The company had a management cease trade order (MCTO) issued by the Ontario Securities Commission in 2021 due to a delay in filing audited financial statements.
• Jushi Europe SA, an entity owned 51% by the company, filed for bankruptcy in Switzerland in 2022.
• The company has a history of related party transactions, including loans and warrant issuances to executives and significant shareholders.
• The company has changed certifying accountants.

Risks

• The company's auditor raised substantial doubt about the company's ability to continue as a going concern in 2022.
• Related party transactions could present conflicts of interest.
• The company is subject to Multilateral Instrument 61-101 which includes requirements in connection with related party transactions.
• The company is an emerging growth company and a smaller reporting company, which means it has reduced public company reporting requirements.

Future Outlook

The company may take advantage of exemptions for emerging growth companies until December 31, 2027, or earlier if it no longer qualifies as such.

Industry Context

The document does not provide specific details on how this announcement relates to broader industry trends or competitors.

Related Party Transactions

• An entity affiliated with James Cacioppo participated as a Lender in the transaction by providing the Company a Term Loan in the principal amount of $9,000,000, and received 3,600,000 Warrants.
• Denis Arsenault, a Founder and significant equity holder of the Company, participated as a Lender in the transaction by providing the Company a Term Loan in the principal amount of $7,000,000, and received 2,800,000 Warrants.
• Jim Cacioppo and certain affiliated entities and Denis Arsenault are holders of the 12% Second Lien Notes.
• An entity affiliated with Jim Cacioppo and Denis Arsenault received consent fees totaling $120,000.
• An entity affiliated with James Cacioppo purchased approximately US$3.7 million principal amount of United States dollar denominated 12% Second Lien Notes, for a purchase price of approximately US$3.3 million and received approximately 5.8 million Warrants.
• Denis Arsenault purchased C$2.0 million principal amount of Canadian dollar denominated 12% Second Lien Notes, for a purchase price of C$1.8 million and received approximately 2.2 million Warrants.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will shape the company's governance and direction.
• The outcome of the votes will impact the composition of the board and the selection of the company's auditors.
• Executive compensation decisions are designed to align management's interests with those of shareholders.

Next Steps

• Shareholders need to review the proxy materials and vote on the proposals by the specified deadline.
• The company will hold the annual general meeting on June 3, 2025.
• The company will announce preliminary voting results at the meeting and publish final results in a Form 8-K and a press release.

Key Dates

Keywords

annual general meeting, proxy statement, directors, auditors, shareholders, corporate governance, executive compensation, related party transactions, Jushi Holdings, voting