Trulieve Cannabis (TCNNF) 8-K Departure of Directors or Certain Officers

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 20, 2023 (June 14, 2023)

TRULIEVE CANNABIS CORP.

(Exact Name of Registrant as specified in its charter)

British Columbia	000-56248	84-2231905
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6749 Ben Bostic Road Quincy, FL	32351
(Address of principal executive offices)	(Zip Code)

(850) 480-7995

(Registrant’s telephone number, including area code)

Not Applicable

(Registrant’s name or former address, if change 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(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 ☐

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Trulieve Cannabis Corp. (the “Company”) held its annual meeting of shareholders on June 14, 2023 (the “Meeting”). At the Meeting, the Company’s shareholders approved the Company’s Amended and Restated Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan (the “Amended 2021 Plan”). The Board of Directors of the Company approved the Amended 2021 Plan on April 26, 2023, subject to shareholder approval. The results of the shareholder vote on the Amended 2021 Plan are set forth below under Item 5.07 of this Current Report on Form 8-K. The Amended 2021 Plan increases the share pool limit by adding 10,000,000 subordinate voting shares to the Amended 2021 Plan as of its effective date. Additional information about the Amended 2021 Plan is contained under the caption “Proposal 4: Approval of the Amendment and Restatement of the Company’s 2021 Omnibus Incentive Plan” in the Company’s definitive proxy statement for the Meeting filed with the Securities and Exchange Commission on May 1, 2023 and is incorporated herein by reference. The description of the Amended 2021 Plan is qualified in its entirety by reference to the Amended 2021 Plan, a copy of which is incorporated by reference as Exhibit 10.1 to this report.

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

The following are the voting results for the proposals considered and voted upon at the Meeting, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 1, 2023.

Proposals No. 1: To elect eight directors as directors of the Company for the forthcoming year.

The shareholders voted to elect the following individuals as directors of the Company until the next annual meeting of shareholders at which election of directors is considered, or until his or her successor is duly elected or appointed:

Name of Director Nominee	Votes For		Votes Withheld		Broker Non-Votes
Giannella Alvarez		73,450,949		1,495,449		35,091,543
Thad Beshears		73,314,778		1,631,620		35,091,543
Peter Healy		73,205,174		1,741,224		35,091,543
Richard May		73,370,399		1,575,999		35,091,543
Thomas Millner		73,325,750		1,620,648		35,091,543
Jane Morreau		73,206,664		1,739,734		35,091,543
Kim Rivers		72,058,794		2,887,604		35,091,543
Susan Thronson		70,322,175		4,624,223		35,091,543

Proposal No. 2: To conduct a non-binding advisory vote on the compensation of the Company’s named executive officers.

The shareholders approved the compensation paid to the Company’s named executive officers for the fiscal year ending December 31, 2022.

Votes For	Votes Against	Abstain	Broker Non-Votes
59,605,621	11,391,424	3,949,353	35,091,543

Proposal No. 3: To conduct a non-binding advisory vote on whether an advisory vote on executive compensation should be held every one, two or three years.

The shareholders approved a one-year frequency of future advisory voted on the compensation paid to the Company’s named executive officers. In light of the outcome of Say-on-Frequency vote, we have decided to include a Say-on-Pay vote every year in our annual meeting proxy materials until the next required Say-on-Frequency vote.

1 Year	2 years	3 years	Abstain	Broker Non-Votes
52,244,748	385,732	17,100,230	5,215,688	35,091,543

Proposal No. 4: To approve the amendment and restatement of the Company’s 2021 Omnibus Incentive Plan.

The shareholders approved the amendment and restatement of the Company’s 2021 Omnibus Incentive Plan.

Votes For	Votes Against	Abstain	Broker Non-Votes
60,053,253	14,418,151	474,994	35,091,543

Proposal No. 5: To ratify the selection by the Audit Committee of the Board of Marcum LLP as auditors for the Company for the year ending December 31, 2023.

The shareholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the ensuing fiscal year ending December 31, 2023.

Votes For	Votes Against	Abstain	Broker Non-Votes
104,226,751	2,007,542	3,803,648	—

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description
10.1	Amended and Restated Trulieve Cannabis Corp. 2021 Omnibus Incentive Plan.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Trulieve Cannabis Corp.
By:	/s/ Eric Powers
Name:	Eric Powers
Title:	Chief Legal Officer

Date: June 20, 2023