UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 19, 2025, Verano Holdings Corp. (the “Company”) held its 2025 Annual General Meeting of Shareholders (the “Annual Meeting”) virtually. As of the close of business on the record date of April 21, 2025, there were 359,718,318 Class A subordinate voting shares of the Company and 0 Class B subordinate voting shares of the Company outstanding and entitled to vote at the Annual Meeting.
At the Annual Meeting, the following proposals were submitted to a vote of the Company’s shareholders, with the final voting results indicated below:
Proposal No. 1: The Company’s shareholders elected to set the number of directors of the Company’s board of directors (the “Board”) at five, subject to such increases as may be permitted by the Articles of the Company. The results of the vote taken are as follows:
| Shares Voted For | Shares Voted Against | |
| 90,812,150 | 636,368 |
Proposal No. 2: The Company’s shareholders elected the following five directors to serve as directors of the Board for terms expiring at the Company’s 2026 Annual General Meeting of Shareholders. The results of the vote taken are as follows:
| Shares Voted For | Abstentions | Broker Non-Votes | ||||
| George Archos | 39,703,645 | 16,113,104 | 35,631,769 | |||
| Lawrence Hirsh | 55,521,616 | 295,133 | 35,631,769 | |||
| Charles Mueller | 55,503,821 | 312,928 | 35,631,769 | |||
| Cristina Nuñez | 55,141,224 | 675,525 | 35,631,769 | |||
| John Tipton | 39,691,908 | 16,124,841 | 35,631,769 |
Proposal No. 3: The Company’s shareholders 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 | |||
| 53,212,468 | 2,357,922 | 242,358 | 35,635,769 |
Proposal No. 4: The Company’s shareholders approved the re-appointment of Macias Gini & O’Connell LLP (“MGO”) as the auditors for the Company and the authorization of the Board to fix MGO’s remuneration and terms of engagement. The results of the vote taken are as follows:
| Shares Voted For | Abstentions | |
| 90,897,629 | 550,889 |
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 20, 2025 | By: | /s/ Laura Marie Kalesnik |
| Name: | Laura Marie Kalesnik | |
| Title: | Chief Legal Officer, General Counsel and Secretary | |