false 0001813452 0001813452 2026-06-10 2026-06-10
 
 
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 10, 2026
 
PLANET 13 HOLDINGS INC.
(Exact name of registrant as specified in its charter)
 
Nevada
  
000-56374
  
83-2787199
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification Number)
 
2548 West Desert Inn Road, Suite 100
Las Vegas, Nevada
  
89109
(Address of principal executive offices)
  
(Zip Code) 
 
(702) 815-1313
(Registrant’s telephone number, including area code) 
 
Not applicable
(Former name or former address, if changed 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 (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.424)
☐
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: None
 
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 provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On June 10, 2026, Planet 13 Holdings, Inc. (the “Company”, “our”, or “we”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). According to the inspector of elections, the shareholders present in person or by proxy at the Annual Meeting represented 192,477,800 shares of common stock (entitled to one vote per share). At the Annual Meeting, the Company’s shareholders considered three proposals, each of which is described in more detail in the Company’s 2026 proxy statement. Below are the final results of the matters voted on at the Annual Meeting.
 
1.
Election of Directors
 
Our shareholder elected the following directors to serve until the close of business of the next annual meeting of the Company’s shareholders or until such director’s successor has been duly elected and qualified. We set forth below the results of the shareholder vote for each director nominee:
 
Director
  
For
  
Withheld
  
Broker Non-Votes
Robert Groesbeck
  
98,684,780
  
16,311,397
  
77,481,623
Larry Scheffler
  
101,881,122
  
13,115,055
  
77,481,623
Adrienne O’Neal
  
105,767,385
  
9,228,792
  
77,481,623
Kevin Martin
  
103,227,578
  
11,768,599
  
77,481,623
David Loop
  
112,481,413
  
2,514,764
  
77,481,623
Nancy Saitta
  
106,322,494
  
8,673,683
  
77,481,623
Leilani Bradford
  
106,332,279
  
8,663,898
  
77,481,623
 
2.
Amendment to Planet 13 Holdings Inc.’s 2023 Equity Incentive Plan
 
Our shareholders approved the amendment to Planet 13 Holdings Inc.’s 2023 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 32,000,000 to 52,000,000. We set forth below the results of the shareholder vote on this proposal:
 
For
  
Against
  
Abstain
  
94,405,520
  
20,175,406
  
415,251
  
 
 
3.
Ratification of Appointment of Independent Registered Public Accounting Firm
 
Our shareholders ratified the appointment of Davidson & Company LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. We set forth below the results of the shareholder vote on this proposal:
 
For
  
Against
  
Abstain
185,153,921
  
5,237,410
  
2,086,469
 
 
 
 
SIGNATURES
 
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 thereunto duly authorized.
 
 
Planet 13 Holdings Inc.
     
Date: June 11, 2026
By:
/s/ Robert Groesbeck
 
Name
Robert Groesbeck
 
Its:
Co-Chief Executive Officer
     
Date: June 11, 2026
By:
/s/ Larry Scheffler
 
Name:
Larry Scheffler
 
Its:
Co-Chief Executive Officer
 
 
 
ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

XBRL TAXONOMY EXTENSION SCHEMA

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

XBRL TAXONOMY EXTENSION LABEL LINKBASE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

IDEA: R1.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: plnh20260611_8k_htm.xml