Good morning! I would like to welcome you to the 2023 Annual General and Special Meeting of Shareholders of Verano Holdings Corp. I now call to order this meeting of the shareholders of the company. My name is George Archos, and I am the Chief Executive Officer and Chairman of the Board. In accordance with the company's articles, I will chair today's meeting. I will also ask Aaron Miles, our Chief Investment Officer, to provide an overview of the conduct of today's meeting. Thank you, George. The persons entitled to vote at this meeting are the holders of Class A subordinate voting shares and the holders of Class B proportionate voting shares, or in each case, their validly appointed proxy nominees as of the record date of April 27, 2023.
The proxy statement and other meeting materials are available on the company's website and on the company's SEC profile page and its SEDAR profile page. As this meeting is being held virtually via live audio cast, we think it is appropriate to set out a few rules for the orderly conduct of the meeting. For the purposes of this meeting, voting on all matters will be conducted by electronic ballot through the Lumi system. Only registered shareholders and validly appointed proxy nominees can vote by electronic ballot. Voting on each proposal will occur after the presentation of that proposal. Any votes cast by electronic ballot during the meeting will supersede any votes previously submitted by proxy. Therefore, we recommend that shareholders that have already voted by proxy and do not wish to change their vote, do not vote on polls taken during the meeting.
Those in attendance who have registered as guests are not able to move motions, submit any questions, vote, or take any other action. When you are asked to vote on the Lumi platform, a voting option page for the applicable proposal will appear on the virtual interface. You will only have a certain amount of time to vote when the polls are open. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. We will provide you with preliminary voting results for all proposals at the end of the meeting. For specific vote tabulations, a final report of voting results will be posted to our website and on the company's SEC profile page and its SEDAR profile page after the meeting.
Questions or objections in respect of a proposal before the meeting can be submitted by any validly registered shareholder or any validly appointed proxy nominee using the Lumi messaging page. You may submit your questions regarding a proposal at any time during the meeting. Please note that there may be a delay before the moderator will be able to see a submitted question. Please limit your questions to topics relating to today's proposals and keep your questions short and to the point. Although questions relevant to the proposals can be submitted throughout the meeting, the questions may be addressed at various times during the meeting or after the formal portion of the meeting is completed. For each question we answer, we will read the question and provide an oral response.
Any questions which we believe were already answered or that are redundant, repetitive, or do not pertain to the meeting, will not be answered during the meeting. For the sake of expediency, the company has arranged for certain shareholders to move and second motions today, respectively. Laura Kalesnik, Chief Legal Officer and General Counsel, will act as Secretary of the meeting. Odyssey Trust Company, to which I will refer as Odyssey, is administering the Lumi platform for the purposes of this meeting and will act as scrutineer of this meeting. The representative of Odyssey at today's meeting is Christine Marquart. The purpose of today's meeting is set out in the company's Management Information Circular and Proxy Statement, dated April 28, 2023.
The proxy statement and related proxy materials have been made available to the shareholders for reviewing, printing, and downloading on our website and on the company's SEC profile page and its SEDAR profile page. I have an attestation from Odyssey and an attestation from Broadridge Investor Communications Corporation, indicating that proper notice of the meeting has been given in accordance with the Business Corporations Act, British Columbia, and the articles of the company. I direct copies of the attestations be annexed to the minutes of this meeting as a schedule. Unless there is any objection, I will dispense with the reading of the notice of the meeting. As no objections have been received, I will dispense with the reading of the notice of the meeting and will now move to the scrutineer's report and quorum of the meeting.
The scrutineer has provided me with the preliminary report regarding shareholder attendance at the meeting. I have been advised by the scrutineer that there are sufficient shareholders here in person or represented by proxy to constitute a quorum. I direct that the formal scrutineer's report be annexed to the minutes of this meeting as a schedule. I now declare that the meeting has been duly called and properly constituted for the transaction of business. I will now instruct Odyssey to open the polls for all voting matters of the meeting. The polls will be open for the duration of the meeting.
First item of business is to place before the meeting the company's consolidated financial statements for the financial year ended December 31st, 2022, and the auditor's report thereon, which have been made available to each shareholder and are available on the company's website and on the company's SEC profile page and its SEDAR profile page. The next item of business is a proposal to fix the number of directors of the company for the ensuing year at 4. Unless there are any questions, I propose we proceed with fixing the number of directors. I call upon Laura Kalesnik to make the motion.
I move to fix the number of directors of the company to be elected at the meeting at four.
I second that motion. We will proceed to voting. Shareholders, you have heard the motion. An electronic vote will now be taken on this motion by ballot. Attendees who have registered for electronic voting are entitled to vote through the voting link provided on their screens. If you have filed your proxy and do not wish to revoke your vote, there should be no need for you to cast a ballot, as your proxy holder should vote on your behalf. Shareholders who have registered to vote electronically should click on the link provided and record your vote on the motion by indicating for or against. If not already completed, please submit your vote on this proposal. The voting polls will remain open for the duration of this meeting. The next item of business is a proposal for the election of four directors.
The four directors to be elected will hold office until the close of the company's next annual meeting of shareholders, or until his or her successor is duly elected or appointed. The company's existing directors have been nominated as directors for the ensuing year or until their successors are elected or appointed. The directors are myself, George Archos, Robert Michael Smullen, Lawrence Hirsch, and Cristina Nuñez. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. Each of them qualifies as a director under the provisions of the Business Corporations Act, British Columbia. Unless there are any questions related to the election of directors, I propose we proceed with the election of directors. As there are no questions, I will proceed. I will call upon Laura Kalesnik to make the motion.
I move that each of the four persons nominated be elected directors of the company until the next annual meeting of shareholders, or until such time as their successors have been duly elected or appointed.
I second that motion. Shareholders, you have heard the motion. An electronic vote will now be taken on this motion by ballot. Shareholders or their proxy holders who have registered for electronic voting are entitled to vote through the voting link provided on your screen. If you have filed your proxy and do not wish to revoke your vote, there should be no need for you to cast a ballot, as your proxy holder should vote on your behalf. Shareholders who have registered to vote electronically, click on the link provided and record your vote on the motion before the meeting by indicating for or withhold on the motion. If not already completed, please submit your vote on this proposal. The voting polls will remain open for the duration of the meeting.
The next item of business is to appoint Macias Gini & O'Connell LLP, as the auditor of the company for the ensuing year, and to authorize the directors to fix their remuneration. Unless there are any questions related to the appointment of the company's auditor, I propose we proceed with the appointment of the auditor. As there are no questions, I will proceed. I call upon Laura Kalesnik to make the motion.
I move that Macias Gini & O'Connell LLP, be appointed as auditor of the company until the next annual meeting of shareholders, and that the directors be authorized to fix their remuneration.
I second that motion. Shareholders, you have heard the motion. An electronic vote will now be taken on this motion by ballot. Shareholders or their proxy holders who have registered for electronic voting are entitled to vote through the voting link provided on your screen. If you have filed your proxy and do not wish to revoke your vote, there should be no need for you to cast a ballot, as your proxy holder should vote on your behalf. Shareholders who have registered to vote electronically should click on the link provided and record your vote on the motion before the meeting by indicating for or against on the motion. If not already completed, please submit your vote on this proposal. The voting polls will remain open for the duration of this meeting.
The next item of business is to pass an ordinary resolution ratifying, confirming, and approving the company's Equity Incentive Plan and the unallocated awards thereunder in the form of the Equity Incentive Plan resolution, as defined and described in the Proxy Statement. Unless there are any questions related to the proposal, I propose we proceed with passing the Equity Incentive Plan resolution. There are no questions, I will proceed. I will call upon Laura Kalesnik to make a motion.
I move that the Equity Incentive Plan resolution be passed.
I second that motion. Shareholders, you have heard the motion. An electronic vote will now be taken on this motion by ballot. Shareholders or their proxy holders who have registered for electronic voting are entitled to vote through the voting link provided on your screen. If you have filed your proxy and do not wish to revoke your vote, there should be no need for you to cast a ballot, as your proxy holder should vote on your behalf. Shareholders who have registered to vote electronically should click on the link provided and record your vote on the motion before the meeting by indicating for or against on the motion. If not already completed, please submit your vote on this proposal. The voting polls will remain open for the duration of the meeting. I will now instruct Odyssey to close the polls for all voting matters of the meeting.
Polls are now closed. I have been advised by the scrutineer that all proposals have been approved by more than the requisite prior vote. I declare all motions carried. The formal items of business, as set out in the notice of meeting, have now been dealt with. If you would like to raise any further business at this meeting, you can do so using the message link. As there is no further business, I move that the meeting be concluded. I now declare the meeting terminated. On behalf of the board of directors, I would like to thank you for attending today. We greatly value our shareholders and appreciate you taking the time to cast your votes. I look forward to providing a more detailed company update on our second quarter earnings in August. Thank you.