Planet 13 Holdings Inc.

8-K · plnh20260611_8k.htm iXBRL

0001813452

 2026-06-10
 2026-06-10

  

  

 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): June 10, 2026

  

 PLANET 13 HOLDINGS INC.

 (Exact name of registrant as specified in its charter)

  

 Nevada

  

 000-56374

  

 83-2787199

 (State or other jurisdiction

 of incorporation)

  

 (Commission

 File Number)

  

 (I.R.S. Employer

 Identification Number)

  

 2548 West Desert Inn Road, Suite 100

 Las Vegas , Nevada

  

 89109

 (Address of principal executive offices)

  

 (Zip Code)  

  

 ( 702 ) 815-1313

 (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 230.424)

 ☐

 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: None

  

 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 ☒

  

 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 June 10, 2026, Planet 13 Holdings, Inc. (the “Company”, “our”, or “we”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). According to the inspector of elections, the shareholders present in person or by proxy at the Annual Meeting represented 192,477,800 shares of common stock (entitled to one vote per share). At the Annual Meeting, the Company’s shareholders considered three proposals, each of which is described in more detail in the Company’s 2026 proxy statement. Below are the final results of the matters voted on at the Annual Meeting.

  

 1.

 Election of Directors

  

 Our shareholder elected the following directors to serve until the close of business of the next annual meeting of the Company’s shareholders or until such director’s successor has been duly elected and qualified. We set forth below the results of the shareholder vote for each director nominee:

  

 Director

  

 For

  

 Withheld

  

 Broker Non-Votes

 Robert Groesbeck

  

 98,684,780

  

 16,311,397

  

 77,481,623

 Larry Scheffler

  

 101,881,122

  

 13,115,055

  

 77,481,623

 Adrienne O’Neal

  

 105,767,385

  

 9,228,792

  

 77,481,623

 Kevin Martin

  

 103,227,578

  

 11,768,599

  

 77,481,623

 David Loop

  

 112,481,413

  

 2,514,764

  

 77,481,623

 Nancy Saitta

  

 106,322,494

  

 8,673,683

  

 77,481,623

 Leilani Bradford

  

 106,332,279

  

 8,663,898

  

 77,481,623

  

 2.

 Amendment to Planet 13 Holdings Inc. ’ s 2023 Equity Incentive Plan

  

 Our shareholders approved the amendment to Planet 13 Holdings Inc.’s 2023 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 32,000,000 to 52,000,000. We set forth below the results of the shareholder vote on this proposal:

  

 For

  

 Against

  

 Abstain

  

 94,405,520

  

 20,175,406

  

 415,251

  

  

  

 3.

 Ratification of Appointment of Independent Registered Public Accounting Firm

  

 Our shareholders ratified the appointment of Davidson & Company LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. We set forth below the results of the shareholder vote on this proposal:

  

 For

  

 Against

  

 Abstain

 185,153,921

  

 5,237,410

  

 2,086,469

  

  

  

  

 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 thereunto duly authorized.

  

  

 Planet 13 Holdings Inc.

  
  
  

 Date: June 11, 2026

 By:

 /s/ Robert Groesbeck

  

 Name

 Robert Groesbeck

  

 Its:

 Co-Chief Executive Officer

  
  
  

 Date: June 11, 2026

 By:

 /s/ Larry Scheffler

  

 Name:

 Larry Scheffler

  

 Its:

 Co-Chief Executive Officer