Item 5.02 Departure of Directors or Certain Officers; Election or Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
Item 5.07. Submission of Matters to a Vote of Security Holders
Results of the Annual General Meeting
An Annual General Meeting of Shareholders (the "AGM") of the Company was held on
Proxies for the AGM were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company's solicitation.
A total of 13,278,804 shares (13.03% of the 101,853,217 issued and outstanding
shares of the Company's common stock entitled to vote as of
Agenda Item 1. To elect five directors:
Nominee For Withheld Robert Hasman 3,611,610 95.67% 163,344 4.33% Brent Reuter 3,645,484 96.57% 129,470 3.43% David Wenger 3,643,411 96.52% 131,543 3.48% Michael Mills 3,653,674 96.79% 121,280 3.21% Dong Shim 3,618,427 95.85% 156,527 4.15%
There were 9,503,850 broker non-votes with respect to this agenda item. Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on the election of directors.
Agenda Item 2. To ratify the appointment of
For Against Abstain 13,159,594 99.10% 14,580 0.11% 104,630 0.79% - 2 -
There were no broker non-votes with respect to this agenda item. Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item.
Agenda Item 3. To approve continuation of the Company's 2012 Incentive Stock Option Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
For Against Abstain
3,500,447 92.73% 205,364 5.44% 69,143 1.83%
There were 9,503,850 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be "votes cast", and therefore had no effect on the vote with respect to this proposal.
Agenda Item 4. To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
For Against Abstain
3,554,115 94.15% 203,286 5.39% 17,553 0.46%
There were 9,503,850 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be "votes cast", and therefore had no effect on the vote with respect to this proposal.
Agenda Item 5. To approve, on a non-binding advisory basis, the frequency of executive compensation votes. The votes cast for each of 1 year, 2 years, 3 years, and the number of abstentions, were as follows:
1 year 2 years 3 years Abstain 3,395,270 89.94% 23,096 0.61% 348,799 9.24% 7,789 0.21%
There were 9,503,850 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum.
Determination on Frequency of Shareholder Vote on the Compensation of Executives
The Company's Board of Directors has determined to include on an annual basis a shareholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives.
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Item 7.01 Regulation FD Disclosure
On
California :
The Company has been managing the ShowGrow dispensary in
The Company is advancing construction of the ShowGrow San Diego dispensary with
completion of interior drywall, commencement of millwork and preparation for
cabinetry and point of sale installation. Exterior work including siding and
upgrades to the roughly 30 car parking lot are ongoing and construction is
anticipated for completion in late calendar Q1 2020 pending local approvals.
Updated images from the
Nevada :
The Company has substantially completed construction of the new production
facility and has commenced moving equipment from the current production facility
to the new location. Final inspections are anticipated in February with
operations at the new production facility commencing pending local approval.
Updated construction images of the
BaM is proud to announce three new proprietary strains from the Company's genetics development program. The Donuts strain is a hybrid strain with a very sweet creamy candy flavor with slight hints of earth and berry. Blue Tang Cookies is a hybrid strain with a sweet and creamy flavor with slight hints of sour and berry. Fruit Pie is a sativa-dominant hybrid with aroma notes of strawberry and blueberry. All strains consistently test in the 25 - 27 % THC range.
Arkansas :
Construction of the dispensary in
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Company Matters and Annual General Meeting Results:
In conjunction with the holding of the Company's recent annual general meeting
of stockholders on
·Robert Hasman ,Brent Reuter ,David Wenger ,Michael Mills andDong Shim were elected to the Board of Directors of the Company; ·Dale Matheson Carr-Hilton Labonte LLP , Chartered Professional Accountants, were appointed as the Company's independent registered accounting firm; · the continuation of the Company's 2012 Incentive Stock Option Plan was approved; · the Company's executive compensation was approved; · the frequency of stockholder votes on the Company's executive compensation was approved to be presented to the stockholders annually; and · the following officers of the Company were re-appointed by the Board of Directors of the Company immediately following the annual general meeting:Michael Mills : President and Interim Chief Executive Officer;Dong Shim : Chief Financial Officer;Stephen Hoffman : Chief Operating Officer; andDarren Tindale : Corporate Secretary.
The Company would like to thank
The Company wishes to announce that it has decided to not renew the investor
relations and public relations contract with
A copy of the news release is attached as Exhibit 99.1 hereto.
- 5 - Item 8.01 Other Events
On
Michael Mills President and Interim Chief Executive Officer;Dong Shim Chief Financial Officer; Stephen Hoffman Chief Operating Officer; andDarren Tindale Corporate Secretary.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Description 99.1 News Release datedJanuary 27, 2020 . - 6 -
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