--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-26-070099" form_type: "8-K" ticker: "VREOF" cik: "0001771706" company_name: "Vireo Growth Inc." filed_at: "2026-06-03T20:06:11+00:00" generated_at: "2026-06-03T20:33:23.306184+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Vireo Growth shareholders approve share consolidation (20:1-40:1) and CEO employment amendment at AGM ## Summary - All seven director nominees elected; Dr. Kyle E. Kingsley and others received over 572M votes for. - Share consolidation approved: ~622.8M for, ~1.0M against; ratio range 20:1 to 40:1 at Board discretion. - CEO John Mazarakis employment agreement second amendment approved (~446.8M for, ~31.4M against, 94.9M abstentions). - Securities distribution to Mazarakis under the amendment also approved (~459.1M for, ~19.2M against, 94.9M abstentions). - Davidson & Company LLP appointed as auditors with ~631.1M votes for. ## SEC filing metadata - accession: 0001104659-26-070099 - form_type: 8-K - ticker: VREOF - cik: 0001771706 - company_name: Vireo Growth Inc. - filed_at: 2026-06-03T20:06:11+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1771706/000110465926070099/0001104659-26-070099-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1771706/000110465926070099/tm2616603d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-26-070099 - JSON: https://secwatch.observer/filing/0001104659-26-070099.json - Plain text: https://secwatch.observer/filing/0001104659-26-070099.txt ## Key facts - Shareholder Votes Vireo Growth Inc. shareholders approved To fix the number of directors of the Company to be elected at seven. at the 2026-05-29 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-29 source text: Proposal #1 To fix the number of directors of the Company to be elected at seven. For Against Abstentions Broker Non-Votes 631,224,603 473,650 100,152 — evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465926070099/0001104659-26-070099-index.htm - Shareholder Votes Vireo Growth Inc. shareholders approved To consider and, if thought appropriate, to pass an ordinary resolution approving a consolidation of the Company’s outstanding subordinate voting shares, multiple voting shares and the super voting shares, each without par value, at a ratio not less than 20-for-1 and not more than 40-for-1, with the at the 2026-05-29 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2026-05-29 source text: Proposal #3 To consider and, if thought appropriate, to pass an ordinary resolution approving a consolidation of the Company’s outstanding subordinate voting shares, multiple voting shares and the super voting shares, each without par value, at a ratio not less than 20-for-1 and not more than 40-for-1, with the ratio at which the consolidation would be effected to be a ratio within the range to be determined at the discretion of the board of directors of the Company (the “Board”), the full text of which is set forth in Proposal 3 in the Circular. For Against Abstentions Broker Non-Votes 622,771,167 1,013,130 8,014,108 — evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465926070099/0001104659-26-070099-index.htm - Shareholder Votes Vireo Growth Inc. shareholders approved To consider and, if thought appropriate, to pass an ordinary resolution approving a distribution of securities to Mr. Mazarakis in accordance with the Second Amendment to the Mazarakis Employment Agreement, the full text of which is set forth in Proposal 6 in the Circular. at the 2026-05-29 meeting. - Outcome: passed - Meeting: 2026-05-29 source text: Proposal #6 To consider and, if thought appropriate, to pass an ordinary resolution approving a distribution of securities to Mr. Mazarakis in accordance with the Second Amendment to the Mazarakis Employment Agreement, the full text of which is set forth in Proposal 6 in the Circular. For Against Abstentions Broker Non-Votes 459,058,140 19,155,087 94,909,458 58,675,720 evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465926070099/0001104659-26-070099-index.htm - Shareholder Votes Vireo Growth Inc. shareholders approved To elect Dr. Kyle E. Kingsley, Ross M. Hussey, Victor E. Mancebo, Judd T. Nordquist, John Mazarakis, Michael Steiner and Christopher J. Hagedorn as directors of the Company to take office immediately following the Annual Meeting. at the 2026-05-29 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-29 source text: Proposal #2 To elect Dr. Kyle E. Kingsley, Ross M. Hussey, Victor E. Mancebo, Judd T. Nordquist, John Mazarakis, Michael Steiner and Christopher J. Hagedorn as directors of the Company to take office immediately following the Annual Meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465926070099/0001104659-26-070099-index.htm - Shareholder Votes Vireo Growth Inc. shareholders approved To appoint Davidson & Company LLP as the auditors of the Company for the ensuing year and to authorize the Board to fix their remuneration. at the 2026-05-29 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-05-29 source text: Proposal #4 To appoint Davidson & Company LLP as the auditors of the Company for the ensuing year and to authorize the Board to fix their remuneration. For Against Abstentions Broker Non-Votes 631,071,841 691,843 34,721 — evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465926070099/0001104659-26-070099-index.htm - Shareholder Votes Vireo Growth Inc. shareholders approved To consider and, if thought appropriate, to pass an ordinary resolution approving a Second Amendment to the Employment Agreement between the Company and John Mazarakis as the Chief Executive Officer of the Company (the “Second Amendment to the Mazarakis Employment Agreement”), as more fully describe at the 2026-05-29 meeting. - Outcome: passed - Meeting: 2026-05-29 source text: Proposal #5 To consider and, if thought appropriate, to pass an ordinary resolution approving a Second Amendment to the Employment Agreement between the Company and John Mazarakis as the Chief Executive Officer of the Company (the “Second Amendment to the Mazarakis Employment Agreement”), as more fully described in the Circular. For Against Abstentions Broker Non-Votes 446,824,793 31,397,846 94,900,046 58,675,720 evidence_url: https://www.sec.gov/Archives/edgar/data/1771706/000110465926070099/0001104659-26-070099-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.