UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
TILT Holdings Inc. (the “Company”) held its 2023 Annual General Meeting of Stockholders (the “Annual Meeting”) on June 6, 2023.
Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. At the Annual Meeting, the Company’s stockholders voted on three proposals. The proposals are described in detail in the Company’s Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 27, 2023.
Present at the Annual Meeting in person or by proxy were holders representing 77,584,818 shares of the Company's Class A Common, representing approximately 23.22% of the eligible votes, constituting a quorum. Set forth below are the final voting results for each of the proposals submitted to a vote of the stockholders.
| (a) | Proposal No. 1. To set the number of directors of the Company at five. |
Votes For | Votes Against | Abstentions |
26,010,344 | 2,332,114 | 3,942,390 |
With respect to the foregoing Proposal 1, the number of directors of the Company is set at five.
| (b) | Proposal No. 2. To elect five directors of the Company to hold office until their successors are elected at the next annual general meeting of the Company. |
Nominee | Votes For | Withheld |
John Barravecchia | 30,389,274 | 1,895,574 |
Tim Conder | 25,451,551 | 6,833,297 |
Adam Draizin | 30,228,257 | 2,056,591 |
George Odden | 30,185,992 | 2,098,856 |
D’Angela Simms | 26,836,507 | 5,448,341 |
With respect to the foregoing Proposal, all five directors were elected to serve as a director until their successors are elected at the next annual general meeting of the Company and each received a plurality of votes at the Annual Meeting.
| (c) | Proposal No. 3. To re-appoint Macias Gini & O’Connell LLP (“MGO”) as the auditors of the Company for the ensuing year and to authorize the directors of the Company to fix the remuneration to be paid to the auditors. |
Votes For | Withheld | Abstentions |
73,545,122 | 3,751,203 | 288,493 |
With respect to the foregoing Proposal 3, MGO is re-appointed as the auditors of the Company for the ensuing year and the directors of the Company are authorized to fix the remuneration paid to the auditors.
Item 8.01 Other Events
On June 7, 2023, the Company issued a press release announcing the results of the Annual Meeting.
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 thereunto duly authorized.
TILT Holdings Inc. | ||
Date: June 8, 2023 | By: | /s/ Timothy Conder |
Name: | Timothy Conder | |
Its: | Interim Chief Executive Officer | |