Vireo Growth Inc.

8-K · tm2616603d1_8k.htm iXBRL

0001771706

 2026-05-29
 2026-05-29

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  

 FORM 8-K

  

 CURRENT REPORT

 Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934

  

 Date of Report (Date of earliest event reported):
 May 29, 2026

  

 VIREO GROWTH INC.

 (Exact name of registrant as specified in its
charter)

  

 British Columbia

 (State or other jurisdiction of Incorporation)

  

 000-56225
  
 82-3835655

 (Commission File Number)
  
 (IRS Employer Identification No.)

  
  
  

 207 South 9th Street

 Minneapolis , Minnesota

  
 55402

 (Address of principal executive offices)
  
 (Zip Code)

  

 ( 612 ) 999-1606

 (Registrant’s telephone number, including
area code)

  

 Not Applicable

 (Former name or former address, if changed
since last report)

  

 Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions ( see General Instruction A.2. below):

  

 ¨ Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

  

 ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

  

 ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))

  

 ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b)
of the Act:

  

 Title of each class
 Trading Symbol(s)
 Name of each exchange on which registered

 N/A
 N/A
 N/A

  

 Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging growth company x

  

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨

  

  

  

  

 Item 5.07 Submission of Matters to a Vote of Security Holders

  

 On May 29, 2026, Vireo Growth Inc. (the “Company”)
held its annual general and special meeting of shareholders (the “Annual Meeting”), at which six proposals were submitted
to the Company’s shareholders. The proposals are described in detail in the Company’s proxy statement and management information
circular for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 16, 2026 (the “Circular”).
A quorum was present for the Annual Meeting. Proposals #1-6 were approved by shareholders, including the election of the seven director
nominees. The voting results with respect to each matter are set out below.

  

 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  
 —

  

 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.

  

 Name  
 For  
 Withheld  
 Broker Non-Votes

 Dr. Kyle E. Kingsley  
 572,951,130  
 171,555  
 58,675,720

 Ross M. Hussey  
 556,859,134  
 16,263,551  
 58,675,720

 Victor E. Mancebo  
 572,968,705  
 153,980  
 58,675,720

 Judd T. Nordquist  
 572,964,102  
 158,583  
 58,675,720

 John Mazarakis  
 564,851,073  
 8,271,612  
 58,675,720

 Michael Steiner  
 572,976,302  
 146,383  
 58,675,720

 Christopher J. Hagedorn  
 572,983,929  
 138,756  
 58,675,720

  

 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  
 —

  

 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  
 —

  

  

  

  

 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

  

 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

  

  

  

  

 SIGNATURES

  

 Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

  
 VIREO GROWTH INC.

  
 (Registrant)

  
  

  
 By:
  /s/
 Tyson Macdonald

  
  
 Tyson Macdonald

  
  
 Chief Financial Officer

  

 Date: June 3, 2026