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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 6, 2023
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The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available online at www.proxyvote.com. and on the “Investors” section of our website at www.tiltholdings.com/investors. A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 16, 2023, except for exhibits, will be furnished without charge to any shareholder upon written request to our Investor Relations at investors@tiltholdings.com.
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YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR PROXY OVER THE INTERNET BY VISITING WWW.PROXYVOTE.COM OR BY TELEPHONE AT 1-800-690-6903, OR MARK, SIGN, DATE AND RETURN YOUR PROXY CARD BY MAIL WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL GENERAL MEETING.
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Proposal
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Voting Choices
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Voting Recommendation as of the
Board of Directors |
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1.
Setting the Number of Directors at Five
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You may vote FOR, AGAINST, or ABSTAIN on this matter
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FOR setting the number of directors at five
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2
Election of Five Directors
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You may vote FOR or WITHHOLD on any specific nominee
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FOR each of the nominees for election to the Board
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3.
Re-Appointment of Macias Gini& O’Connell LLP (“MGO”), as auditors for the ensuing year and authorization of the directors of the Company to fix the remuneration to be paid to the auditors
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You may vote FOR, WITHHOLD, or ABSTAIN on this matter
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FOR the re-appointment of MGO and authorization for the directors of the Company to fix the remuneration to be paid to the auditors
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Proposal
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Required Vote
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1.
Setting the Number of Directors at Five
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Majority of the votes cast at the Meeting voting FOR the proposal.
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2.
Election of Five Directors
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Plurality of votes – nominees receiving the five highest number of votes at the Meeting will be elected, unless WITHHOLD votes for any nominee are greater than FOR votes, in which case, such nominee will be required to promptly tender his or her resignation in accordance with the majority voting policy.* WITHHOLD votes are not counted otherwise.
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3.
Re-Appointment and Remuneration of Auditors
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Majority of the votes cast at the Meeting voting FOR the proposal. For the purposes of determining the number of votes cast, only “FOR” or “WITHHOLD” votes are counted.
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Common Shares
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Name of Beneficial Owner
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Amount and
Nature of Beneficial Ownership (#) |
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Percent of
Class (%) |
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Directors and Executive Officers | | | | | | | | | | | | | |
Tim Conder
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| | | | 1,393,900(1) | | | | | | * | | |
Dana Arvidson
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| | | | 100,000(2) | | | | | | * | | |
Brad Hoch
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| | | | 441,509(3) | | | | | | * | | |
John Barravecchia
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| | | | 1,164,253(4) | | | | | | * | | |
Adam Draizin
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| | | | 5,876,565(5) | | | | | | 1.73 | | |
George Odden
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| | | | —(6) | | | | | | * | | |
D’Angela Simms
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| | | | 1,117,980(7) | | | | | | * | | |
Gary F. Santo, Jr.
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| | | | 1,015,964(8) | | | | | | * | | |
All current directors and executive officers as a group (8 persons )
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| | | | 10,094,207(9) | | | | | | 2.96 | | |
Principal Stockholders | | | | | | | | | | | | | |
Mark Scatterday
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| | | | 75,689,158(10) | | | | | | 18.53 | | |
Deyong Wang
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| | | | 29,379,980(11) | | | | | | 8.34 | | |
Robert Crompton
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| | | | 25,709,972(12) | | | | | | 7.15 | | |
Name, Province or State, and Country
of Residence |
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Board Meeting
Attendance |
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Position
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Director Since
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John Barravecchia(1)(3)
Arizona, USA Age: 67 |
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12/12
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| | Chair of the Board | | | April 2020 | |
Tim Conder(5)
Nevada, USA Age: 40 |
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12/12
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| | Director and Interim Chief Executive Officer | | | October 2019 | |
Adam Draizin(2)(5)
Washington, USA Age: 53 |
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N/A
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| | Director | | | February 2023 | |
George Odden(2)(3)
Arizona, USA Age: 58 |
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N/A
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| | Director | | | March 2023 | |
D’Angela Simms(3)(4)(5)
Maryland, USA Age: 47 |
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9/12
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| | Director | | | April 2023 | |
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For the fiscal years ended
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December 31,
2022 |
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December 31,
2021 |
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Audit fees(1)
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| | | $ | 645,000 | | | | | $ | 470,494 | | |
Audit-related fees
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Tax fees
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All other fees
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Total fees:
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| | | $ | 645,000 | | | | | $ | 470,494 | | |
Name
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Age
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Position
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Tim Conder | | |
40
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| | Interim Chief Executive Officer | |
Dana Arvidson | | |
48
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| | Chief Financial Officer | |
Brad Hoch | | |
53
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| | Chief Accounting Officer | |
Chris Kelly | | |
57
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| | Chief Revenue Officer | |
Name and Principal Position
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Year
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Salary
($) |
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Bonus
($) |
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Stock
awards ($)(2) |
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Option
awards ($) |
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Non-equity
incentive plan compensation ($)(3) |
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All other
Compensation ($) |
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Total
Compensation ($) |
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Gary F. Santo, Jr.
Former Chief Executive Officer and Former President(1) |
| | | | 2022 | | | | | | 385,259 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 385,259 | | |
| | | 2021 | | | | | | 381,884 | | | | | | — | | | | | | 2,786,127 | | | | | | — | | | | | | 385,200 | | | | | | — | | | | | | 3,553,211 | | | ||
Dana Arvidson
Chief Financial Officer(4) |
| | | | 2022 | | | | | | 325,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 325,000 | | |
| | | 2021 | | | | | | 158,750 | | | | | | — | | | | | | 243,090 | | | | | | — | | | | | | 155,500 | | | | | | — | | | | | | 557,340 | | | ||
Brad Hoch
Chief Accounting Officer(5) |
| | | | 2022 | | | | | | 300,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 300,000 | | |
| | | 2021 | | | | | | 305,769 | | | | | | — | | | | | | — | | | | | | — | | | | | | 300,000 | | | | | | — | | | | | | 605,769 | | |
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Option Awards
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Stock Awards
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Name
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Grant
Date |
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Number of
Securities Underlying Unexercised Options Exercisable (#) |
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Number of
Securities Underlying Unexercised Options Unexercisable (#) |
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Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Option (#) |
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Option
Exercise Price ($) |
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Option
Expiration Date |
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Grant Date
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Number of
Shares or Units of Stock That Have Not Vested (#)(1) |
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Market
Value of Shares of Units of Stock That Have Not Vested ($)(2) |
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Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) |
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Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
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Gary F. Santo, Jr.,
Former Chief Executive Officer |
| | | | 06/26/20 | | | | | | 600,000 | | | | | | — | | | | | | — | | | | | | 0.48 | | | | | | 06/25/2030 | | | | | | 6/18/21 | | | | | | 415,964 | | | | | | 16,639 | | | | | | 7,487,351 | | | | | | 299,494 | | |
Dana Arvidson,
Chief Financial Officer |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9/30/21 | | | | | | 100,000 | | | | | | 4,000 | | | | | | 800,000 | | | | | | 32,000 | | |
Brad Hoch,
Chief Accounting Officer |
| | | | 06/26/20 | | | | | | 400,000 | | | | | | — | | | | | | — | | | | | | 0.48 | | | | | | 06/25/2030 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vesting Date
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Number of
PSUs |
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December 31, 2021
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| | | | 1,871,837 | | |
December 31, 2022
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| | | | 3,743,674 | | |
December 31, 2023
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| | | | 5,615,511 | | |
December 31, 2024
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| | | | 7,487,351 | | |
Vesting Date
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Number of
PSUs |
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December 31, 2021
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| | | | 200,000 | | |
December 31, 2022
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| | | | 400,000 | | |
December 31, 2023
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| | | | 600,000 | | |
December 31, 2024
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| | | | 800,000 | | |
Name
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Fees
earned or paid in cash ($) |
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Stock
awards ($)(1) |
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Option
awards ($) |
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Non-equity
incentive plan compensation ($) |
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Non-qualified
deferred compensation earnings ($) |
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All other
compensation ($) |
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Total
($) |
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John Barravecchia
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| | | | 78,750 | | | | | | 31,707(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 110,457 | | |
Mark Coleman(3)
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| | | | 66,250 | | | | | | 31,707(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 97,957 | | |
Tim Conder
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Adam Draizin(5)
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Jane Mathieu(6)
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| | | | 70,000 | | | | | | 31,707(7) | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 107,707 | | |
George Odden(8)
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mark Scatterday
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
D’Angela Simms
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| | | | 60,000 | | | | | | 31,707(9) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 91,707 | | |
Plan Category
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Number of securities
to be issued upon the vesting of RSUs, PSUs and the exercise of outstanding options (#) |
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Weighted-average
exercise price of outstanding options ($) |
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Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected herein) (#)(1) |
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Equity compensation plans approved by securityholders
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| | | | 28,802,587 | | | | | | 0.60 | | | | | | 35,093,279 | | |
Equity compensation plans not approved by
securityholders |
| | | | N/A | | | | | | N/A | | | | | | N/A | | |
Total:
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| | | | 28,802,587 | | | | | | 0.60 | | | | | | 35,093,279 | | |