---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-022108"
form_type: "8-K"
ticker: "VRNO"
cik: "0001848416"
company_name: "Verano Holdings Corp."
filed_at: "2023-06-22T23:59:59+00:00"
generated_at: "2026-06-13T19:19:15.454464+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Verano shareholders elect four directors, approve auditor and stock plan at annual meeting

## Summary
- Set board size at four directors; 97.53% of votes cast in favor.
- Elected directors: Archos (98.01%), Smullen (95.51%), Hirsh (97.78%), Nuñez (93.36%).
- Approved MGO as auditors with 99.76% of votes for.
- Approved Stock and Incentive Plan with 90.32% of votes for.

## SEC filing metadata
- accession: 0001493152-23-022108
- form_type: 8-K
- ticker: VRNO
- cik: 0001848416
- company_name: Verano Holdings Corp.
- filed_at: 2023-06-22T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1848416/000149315223022108/0001493152-23-022108-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1848416/000149315223022108/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-022108
- JSON: https://secwatch.observer/filing/0001493152-23-022108.json
- Plain text: https://secwatch.observer/filing/0001493152-23-022108.txt

## Key facts
- Shareholder Votes
  Verano Holdings Corp. shareholders approved Appointment of Macias Gini & O’Connell LLP as auditors and authorization to fix remuneration at the 2023-06-22 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: Proposal No. 3 : The Company’s shareholders approved the appointment of Macias Gini & O’Connell LLP (“MGO”) as the auditors for the Company and the authorization of the Board to fix MGO’s remuneration and terms of engagement. The results of the vote taken are as follows: Shares Voted For Abstentions 147,881,271 (99.76%) 353,161 (0.24%)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1848416/000149315223022108/0001493152-23-022108-index.htm
- Shareholder Votes
  Verano Holdings Corp. shareholders approved Set number of directors at four at the 2023-06-22 meeting.
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: Proposal No. 1 : The Company’s shareholders elected to set the number of directors of the Company’s board of directors (the “Board”) at four, subject to such increases as may be permitted by the Articles of the Company. The results of the vote taken are as follows: Shares Voted For Shares Voted Against 144,574,955(97.53%) 3,659,477(2.47%)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1848416/000149315223022108/0001493152-23-022108-index.htm
- Shareholder Votes
  Verano Holdings Corp. shareholders approved Election of four directors at the 2023-06-22 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: Proposal No. 2 : The Company’s shareholders elected the following four directors to serve as directors of the Board for terms expiring at the Company’s 2024 Annual General Meeting of Shareholders. The results of the vote taken are as follows: Shares Voted For Abstentions George Archos 116,029,037 (98.01%) 2,359,195 (1.99%) R. Michael Smullen 113,074,827 (95.51%) 5,313,405 (4.49%) Lawrence Hirsh 115,754,705 (97.78%) 2,633,527 (2.22%) Cristina Nuñez 110,523,022 (93.36%) 7,865,210 (6.64%)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1848416/000149315223022108/0001493152-23-022108-index.htm
- Shareholder Votes
  Verano Holdings Corp. shareholders approved Approval of Stock and Incentive Plan and unallocated awards at the 2023-06-22 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-06-22
  source text: Proposal No. 4 : The Company’s shareholders approved the Company’s Stock and Incentive Plan and the unallocated awards thereunder. The results of the vote taken are as follows: Shares Voted For Shares Voted Against 106,930,263 (90.32%) 11,457,969 (9.68%)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1848416/000149315223022108/0001493152-23-022108-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.