Good morning. I would like to welcome you to the 2025 Annual General Meeting of Shareholders of Verano. My name is George Archos, and I am the CEO and Chairman of the company. Pursuant to the company's articles, I have been properly selected to chair today's meeting. I now call to order this meeting of the shareholders of the company. I will 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 voting shares, of which none are outstanding, or, in each case, their validly appointed proxy nominees as of the record date of April 21, 2025. 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 LumiS ystem. 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 during the meeting. Please note that those in attendance registered as guests are not able to move motions, submit any questions, vote, or take any action at the meeting. When you are asked to vote on the LUMI platform, a voting option page for each proposal will appear on the virtual interface. You will have—we 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, uh, 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 interface. 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. Questions must be limited to today's proposals, and please keep your questions short and to the point.
Although questions regarding 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 proposals before 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.
Hannah Kropp, Vice President and Associate General Counsel, Corporate and Securities of the company, 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 Paul Bedard. The purpose of today's meeting is set out in the company's Management Informational Circular and Proxy Statement dated April 22, 2025. The proxy statement and related proxy materials have been made available to the shareholders for viewing, 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 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. We have received an objection. We will refer back shortly after we review the objection. An objection has been noted regarding limitations and restrictions to shareholder comments and questions. It will be reflected in the minutes of this meeting. However, the objection is out of order. At this time, we will proceed with the meeting.
Now that we have handled all objections with respect to the notice, I will now move to the scrutineer's report and quorum of the meeting. The scrutineer has provided me with a 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 who in the aggregate hold at least 5% of the issued shares entitled to be voted at the meeting 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.
The first item of business is to place before the meeting the company's consolidated financial statements for the financial year ended December 31, 2024, 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 five. Unless there are any questions submitted about this proposal, I propose we proceed with fixing the number of directors.
No questions have been received, George.
As there are no questions about this proposal, I will proceed. I call upon Hannah Kropp to make the motion.
I move to fix the number of directors of the company to be elected at the meeting at five.
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 it's 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 a proposal for the election of five directors.
The five 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 George Archos, Lawrence Hirsch, Charles Mueller, Christina Nunez, and John Tipton. 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. Unless there are any questions submitted about the proposal, I propose we proceed with the election of directors.
We've had one shareholder recommend voting against this proposal. We will now proceed forward with voting.
I call upon Hannah Kropp to make the motion.
I move that each of the five persons named as nominees in the company's proxy statement be re-elected as directors of the company until the next annual meeting of shareholders or until the 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 your 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 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 a vote to approve on a non-binding advisory basis the compensation paid to the company's named executive officers as disclosed in the company's proxy statement for this meeting, which has been made available to each shareholder and is available on the company's website and on the company's SEC profile page and its SEDAR+ profile page. Unless there are any questions submitted about the proposal, I propose we proceed with a vote to approve on a non-binding advisory basis the compensation paid to the company's named executive officers as disclosed in the company's proxy statement for this meeting.
Please note that we have received a question on this proposal. We will take a moment to confer. We've received multiple questions from a shareholder. I will proceed with reading those accordingly. First question is, will Mr. Archos step down as CEO immediately so the board can find an outside successor CEO?
The answer is no, but I have foregoed my base salary for the year of 2025.
Next question is, in June of 2024, the board approved a stock repurchase plan of about 17 million shares not to exceed $50 million. Was that plan implemented? If so, why was the $50 million not used to reduce debt? Was this just a way for insiders who had purchased shares at a favorable price to take money out of the company? Did Mr. Archos or other officers or board of directors sell their shares back to the company? If so, at what price were the shares purchased and at what price were the purchased shares originally bought at? Who took advantage of the stock repurchase and what were all the items of what were all the terms of each repurchase? How much has Mr. Archos and the board of directors received from the sale of stock since the RTO in 2021?
The 50 million share buyback was just, in authorization. It has not been implemented. If it is so implemented, it would be made public, via notice.
Okay. Another question, the final question. On April 14, 2025, the company announced Brett Summerer's resignation as CFO. According to the terms of the resignation agreement and general release, Mr. Summerer is being paid over $1 million in severance pay, COBRA premium payments, accelerated vested stock units, and unvested long-term cash incentives. Notwithstanding the standard boilerplate provisions in the agreement of no admission of wrongdoing, that Mr. Summerer does not disagree with anything in any of the financial statements, a payout of over $1 million is a high price to pay someone for whom there was cause to terminate or who voluntarily resigned. Why did the board approve this agreement and what was the real reason for Mr. Summerer's excessive buyout?
The CFO severance agreement was part of his employment agreement signed January 1, 2022.
Thank you, George. Just to note as well, we received a shareholder comment urging a no vote on proposal number three as a duplicate, yeah.
Now that all questions have been addressed, I will proceed. I call upon Hannah Kropp to make a motion.
I move that on a non-binding advisory basis, the compensation of the named executive officers included in the proxy statement for this meeting be approved.
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, against, or abstain 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 MGO as the auditor of the company for the ensuing year and to authorize the directors to fix their compensation. Unless there are any questions related to the proposal, I propose we proceed with the appointment of the auditor.
No questions have been received, George.
As there are no questions related to the proposal, I will proceed. I call upon Hannah Kropp to make the motion.
I move that MGO be reappointed as auditor of the company until the next annual meeting of shareholders and that directors be authorized to fix their compensation.
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 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. I will now instruct Odyssey to close the polls for all voting matters of the meeting.
The polls are now closed. I have been advised with a scrutineer that all proposals have been approved by more than the requisite required vote, and I declare all motions carried. All 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.
Thank you. We have received a few more comments. We will confer and refer back.
All questions asked have been addressed. Any additional questions can be sent to our investor relations team. A shareholder is objecting to not reading all of his comments. In the interest of time and moving the meeting forward in an appropriate manner, it is my right as Chair to note the objection and continue with the meeting. Such objections will be noted in the meeting minutes. I now declare the meeting closed. On behalf of the Board of Directors, I would like to thank you for attending the meeting.