Curaleaf Holdings has received shareholder approval for a series of corporate initiatives, including changes to its voting share structure, an employee option exchange program, and a plan to expand the company from Canada to the United States.
The approvals were secured during the company’s annual general and special meeting, which was held via live webcast. A total of 1.71 billion votes were cast by shareholders attending in person or represented by proxy.
Shareholders Back Changes to Voting Share Structure
One of the key items on the agenda was a proposed amendment to Curaleaf‘s articles that removes the automatic conversion feature attached to the company’s Multiple Voting Shares in the event that its Subordinate Voting Shares are listed on Nasdaq, the New York Stock Exchange, or another marketplace approved by the board.
The proposal received strong support from shareholders, with 97.01% approval from holders of Subordinate Voting Shares and Multiple Voting Shares voting together as a single class. The amendment also secured the required approvals from each voting class separately, including unanimous support from holders of Multiple Voting Shares.
Curaleaf expects the amendment to become effective on or about June 23, 2026, following the filing of a notice of alteration with the British Columbia Registrar of Companies.
Option Exchange Program Receives Green Light
The approved exchange program covers up to 10.07 million stock options that either carry an exercise price of US$5.00 or more or include performance targets based on the company’s share price reaching that level. Those options may be converted into restricted share units under Curaleaf’s existing equity incentive plan.
Delaware Continuation Advances to Court Approval Stage
Shareholders also approved a corporate reorganization proposal that would relocate Curaleaf’s legal jurisdiction from British Columbia, Canada, to Delaware in the United States through a court-approved plan of arrangement.
The measure received near-unanimous support from investors, with 99.93% of votes cast in favor by shareholders voting as a single class. The proposal forms part of a broader restructuring process that requires both shareholder and court approval before it can be completed.
Following the shareholder vote, Curaleaf plans to petition the Supreme Court of British Columbia for a final order authorizing the arrangement. The court hearing is currently scheduled for June 25, 2026, when the company will seek approval to proceed with the continuation into Delaware. If the court grants the order, Curaleaf will be able to move forward with the remaining steps required to complete the transaction.
All Director Nominees Re-Elected
Shareholders also voted to re-elect all seven director nominees standing for election.
Michelle Bodner, Faith Charles, Torsten Greif, Karl Johansson, Boris Jordan, Joseph Lusardi, and Shasheen Shah were each returned to the board, with all nominees receiving more than 97% shareholder support.
The detailed voting results, along with additional information regarding the proposals considered at the meeting, have been filed with securities regulators and are available through SEDAR+ and EDGAR.
The approvals mark the completion of several key shareholder votes outlined in Curaleaf’s management information circular and related supplemental materials released ahead of the meeting. The company now moves to the next steps of implementing the approved measures and seeking court approval for its proposed continuation into Delaware.
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