Item 5.02 Compensatory Arrangements of Certain Officers
On November 23, 2020, the shareholders of General Cannabis Corp (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”), approved the General Cannabis Corp 2020 Omnibus Incentive Plan (the “2020 Plan”) at the 2020 annual meeting of shareholders (the “2020 Annual Meeting”).
The 2020 Plan became effective immediately upon approval by the Company’s shareholders and will expire on November 23, 2030, unless terminated earlier by the Board. The 2020 Plan will permit the Board, or a committee or subcommittee thereof, to grant to eligible employees, non-employee directors and consultants of the Company and its subsidiaries non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. Subject to adjustment, the maximum number of shares of the Company’s common stock to be authorized for issuance under the 2020 Plan is 10,000,000 shares.
The foregoing summary of the 2020 Plan does not purport to be complete and is qualified in its entirety by reference to the text of the 2020 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. A more detailed summary of the 2020 Plan can be found in the Company’s Definitive Proxy Statement on Schedule 14A for the Company’s 2020 Annual Meeting filed with the Securities and Exchange Commission on October 21, 2020.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On November 23, 2020, the Company’s shareholders, upon recommendation of the Board, approved an amendment to the Company’s Amended and Restated Articles of Incorporation at the Company’s 2020 Annual Meeting.
The amendment to the Company’s Amended and Restated Articles of Incorporation was filed with the Secretary of State of the State of Colorado on November 23, 2020 and increased the aggregate number of shares of common stock that the Company has the authority to issue from 100,000,000 shares of common stock to 200,000,000 shares.
A copy of the Amendment to the Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company’s 2020 Annual Meeting held on November 23, 2020, the Company’s shareholders voted on five proposals and cast their votes as described below. The proposals are set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 21, 2020.
Proposal 1. The Company’s shareholders elected five (5) nominees to the board of directors, each to hold office for a one-year term and until the 2021 annual meeting or until his successor is duly elected and qualified, based on the following votes:
| | | | | | |
Name | | For | | Withheld | | Broker Non-Votes |
Carl J Williams | | 19,794,614 | | 551,057 | | 27,333,341 |
Steve Gutterman | | 19,257,080 | | 1,088,591 | | 27,333,341 |
Adam Hershey | | 19,286,807 | | 1,058,864 | | 27,333,341 |
J. Barker Dalton | | 19,272,278 | | 1,073,393 | | 27,333,341 |
Richard Travia | | 19,802,404 | | 543,267 | | 27,333,341 |
Proposal 2. The Company’s shareholders approved, on an advisory basis, the Company’s named executive officer compensation, based on the following votes:
| | | | | | |
For | | Withheld | | Abstain | | Broker Non-Votes |
18,879,901 | | 1,301,954 | | 163,816 | | 27,333,341 |
