Green Thumb Industries Inc. (CSE:GTII)
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May 1, 2026, 3:16 PM EST
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AGM 2025

Jun 11, 2025

Operator

Good day and welcome to the Green Thumb Industries 2025 Annual and Special Meeting of Shareholders. I would now like to turn the conference over to Benjamin Kovler, Chairman of the Board of Directors. Please go ahead.

Benjamin Kovler
Chairman and CEO, Green Thumb Industries

Thank you. It is 10:00 A.M. Central Time, and the 2025 Annual and Special Meeting of Shareholders of Green Thumb Industries will now come to order. I am Ben Kovler, the Chairman of the Board of Directors, Chief Executive Officer, and Founder of Green Thumb Industries, and on behalf of our Board of Directors and management, I'd like to welcome you to the 2025 Annual Shareholders Meeting. In accordance with the corporation's articles, I will preside as Chairman of the Meeting. Kate Lloyd, who's here with me, our Assistant Secretary, will act as Secretary of the Meeting. Members of our management team, Board of Directors, and representatives of Baker Tilly are also joining me today.

Before beginning the formal business of this meeting, I would like to direct everyone to the meeting agenda, which you can see on your screen in the virtual meeting portal, and to the Rules for Orderly Conduct, which you can review by clicking on the arrow next to Rules and Procedures in the Meeting Materials section of the portal window. To conduct an orderly meeting, we ask that all participants abide by the rules posted. Please note that only shareholders may ask a question, and the rules of conduct will apply to all questions posed. In the interest of time, certain shareholders or proxy holders have been asked to move the resolutions on the matters that are set out in the Notice of Meeting and accompanying proxy statement. This will allow more time for shareholders' questions and comments, which can be submitted through the virtual meeting portal.

To submit a question, locate the Ask a Question heading in the lower left quadrant of the portal window, type your question in the text field, and click the green Submit button. There might not be time to answer every question we receive, but we will do our best. Gary Wozniak is back again of Broadridge and will act as Inspector of Election and Scrutineer of this meeting. The Inspector of Election will report on the shareholders present and the number of securities represented in person and by proxy at this meeting. Compute the votes cast by ballot and report to me on these matters. Before this meeting began, the Inspector of Election filed a preliminary report on attendance at the meeting. The Secretary has confirmed that there is the necessary quorum present to conduct this meeting.

I have asked the Inspector of Election to deliver the formal report on attendance at the meeting to the Secretary as soon as possible. I have been advised by the Secretary that the Notice of Meeting and accompanying proxy statement and annual report, if requested, have been mailed to shareholders of the corporation. The Secretary has provided certification that these materials have been duly mailed and that legal notice of this meeting has been duly given. The notice and proxy materials will be entered into the minutes of this meeting. Accordingly, the notice will not be read.

Our 2024 annual report for the fiscal year ended December 31st, 2024, on Form 10-K, including the 2024 audited financial statements and the auditor's report, have been distributed to the shareholders of the corporation and are available on the Investor Relations page of our website at gtigrows.com, also on gtigrows.com under the Companies Directory on SEDAR+, and also on the SEC's webpage. You may also find the annual report by clicking the link under the heading Meeting Materials in the virtual meeting portal you're on now. Voting today will be conducted by electronic ballot. I will now take a moment to ask the balloting to be open to registered shareholders and duly appointed proxy holders.

Polls are now open, and at this point, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers and who have not yet submitted their votes or wish to change their votes will now be able to do so by clicking on the green Vote Here button in the meeting portal. I will now present the five items of business to be considered at the meeting. The first item of business is to set the number of directors at seven and elect those directors. The resolution approving the number of directors must be approved by an ordinary majority of the votes cast by shareholders entitled to vote. I would ask that a motion be brought to approve the resolution.

I move that, subject to the provision of the Articles of the Corporation, the number of directors be set at seven.

Thank you. We will now proceed with the election of directors. Seven directors have been properly nominated for election.

I nominate Dawn Wilson Barnes, Anthony Georgiadis, Jeffrey Goldman, Benjamin Kovler, Ethan Nadelmann, Richard Reisin, and Hannah Ross to hold office until their successors are elected or appointed or the date on which they otherwise cease to hold office under the British Columbia Business Corporations Act or under the Articles of the Corporation.

The second item of business is to approve on an advisory basis the compensation paid to the company's named executive officers as disclosed in the company's proxy statement for this meeting.

I move that the compensation paid to the company's named executive officers, as disclosed in the company's proxy statement dated April 28, 2025, be approved on a non-binding advisory basis.

The next item of business is to appoint the auditors of the corporation for the current fiscal year and to authorize the Board of Directors to fix their compensation and the terms of their engagement. I would ask again that a motion be brought to approve this resolution.

I move that Baker Tilly US, LLP be appointed as auditors of the corporation for the current year and that the Board of Directors be authorized to fix their compensation and the terms of their engagement.

The last item of business is to approve the amendment of the company's 2018 Share and Incentive Plan as amended, to increase the number of shares available thereunder as described in the company's proxy statement.

I move that the amendment of the company's 2018 Share and Incentive Plan as amended be approved.

We will provide registered shareholders and duly appointed proxy holders approximately one more minute to complete the electronic ballot. Polls are now closed. All properly submitted electronic votes will be automatically submitted. The Inspector of Election will compile the report on the results of voting on all business matters. I have been advised by the Inspector of Election that all the motions have been passed by the requisite majority of the votes cast at this meeting. Therefore, I declare all the resolutions passed. The vote totals will be reported on Form 8-K to be filed with the Securities and Exchange Commission and on SEDAR+. Is there any further business? Well, as there is no further business to come before the meeting, the formal part of this meeting has concluded, and the 2025 Annual Meeting of Shareholders is adjourned. We will now address any questions from shareholders.

The Secretary has informed us that there are no questions. I can see there are no questions. On behalf of our newly elected Board of Directors and our entire Green Thumb team, our sincere thanks for your support and continuing interest. Hope to see you all again virtually or maybe live at next year's annual meeting.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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