Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements with
Certain Officers.
The Board of Directors (the "Board") of Greenlane Holdings, Inc. ("Greenlane" or
the "Company") previously approved, subject to stockholder approval, the Third
Amended and Restated Greenlane Holdings, Inc, 2019 Equity Incentive Plan (the
"Amended Plan"). At the Company's Annual Meeting of Stockholders held on June 2,
2023 (the "Annual Meeting"), the Company's stockholders approved the Amended
Plan, which among other things, increases the number of shares of Greenlane
Class A common stock, $0.01 par value per share (the "Class A common stock"),
authorized for issuance under the plan by 2,098,627 shares.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 2, 2023, the Company filed a Certificate of Amendment (the "Certificate
of Amendment") to its Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware, which will effect a one-for-10
Reverse Split (as defined below) of Greenlane's issued and outstanding Class A
common stock which will become effective at 5:01 PM Eastern Time on June 5,
2023, after the close of trading on The Nasdaq Global Market ("Nasdaq"). As a
result of the Reverse Split, every 10 shares of Class A common stock issued and
outstanding will be converted into one share of Class A common stock. No
fractional shares will be issued in connection with the Reverse Split.
Stockholders who would otherwise be entitled to a fractional share of Class A
common stock will instead receive a cash payment equal to such fraction
multiplied by the average of the closing sales prices of the Class A common
stock on the Nasdaq for the five consecutive trading days immediately preceding
the effective date. The Reverse Split will not change the par value of the Class
A common stock or the authorized number of shares of Class A common stock. The
Reverse Split will affect all shareholders uniformly and will not alter any
stockholder's percentage interest in Greenlane's equity (other than as a result
of the payment of cash in lieu of fractional shares). All outstanding options,
restricted stock awards, warrants and other securities entitling their holders
to purchase or otherwise receive shares of Class A common stock will be adjusted
as a result of the Reverse Split, as required by the terms of each security. The
number of shares available to be awarded under the Amended Plan, which was
approved by stockholders at the Annual Meeting as described above, will also be
appropriately adjusted. Greenlane has requested that Greenlane's Class A common
stock begin trading on June 6, 2023, on a post-reverse split basis on the Nasdaq
under the existing symbol "GNLN." The new CUSIP number for the Class A common
stock will be 395330301. The foregoing brief description is qualified in its
entirety by the text of the Certificate of Amendment, a copy of which is
incorporated herein by reference as Exhibit 3.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on June 2, 2023. As of the close of business on
April 26, 2023, the record date for the Annual Meeting, there were 15,993,137
shares of Class A common stock and 15,993.137 shares of shares of our Series A
Preferred Stock, par value $0.0001 ("Series A Preferred Stock") outstanding and
entitled to vote on the proposals described below. The shares of Series A
Preferred Stock were only authorized to vote on the Reverse Split Proposal (as
defined below) and the Adjournment Proposal (as defined below). Following the
approval of the Reverse Split Proposal, all outstanding shares of Series A
Preferred Stock were automatically redeemed in accordance with the terms of the
Certificate of Designation of the Series A Preferred Stock, dated April 12,
2023. At the Annual Meeting, the stockholders of the Company approved all of the
proposals presented, which are described in detail in the Company's Definitive
Proxy Statement that was filed with the Securities and Exchange Commission on
April 27, 2023 (the "Proxy Statement").
As there were sufficient votes to approve the Reverse Split Proposal (as defined
below) and the Equity Plan Proposal, stockholder action on a fifth proposal, to
approve one or more adjournments of the Annual Meeting to another date, time
and/or place, if necessary or appropriate, to solicit additional proxies in
favor of the Reverse Split Proposal or the Equity Plan Proposal (collectively,
the "Adjournment Proposal"), was not required and Greenlane did not call the
vote on that proposal.
Holders of 6,510,357 shares of Greenlane's Class A common stock were present in
person or represented by proxy at the Annual Meeting. The following are the
voting results of the proposals submitted to Greenlane's stockholders at the
Annual Meeting:
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Proposal 1: To elect the five director nominees named in the Proxy Statement.
Director Nominee For Against Abstain Broker Non-Votes
Donald Hunter 1,725,758 629,202 119,391 4,036,006
Aaron LoCascio 1,767,531 568,500 138,320 4,036,006
Renah Persofsky 1,684,259 674,566 115,526 4,036,006
Craig Snyder 2,151,774 227,960 94,617 4,036,006
Jeff Uttz 1,655,783 699,100 119,468 4,036,006
Proposal 2: To ratify the appointment of Marcum LLP as Greenlane's independent
registered public accounting firm for Greenlane's fiscal year ending December
31, 2023.
For Against Abstain
6,131,468 273,477 105,412
Proposal 3: To approve the adoption of an amendment to Greenlane's Amended and
Restated Certificate of Incorporation, to be filed not later than November 20,
2023, to effect a reverse split of Greenlane's Class A common stock at a ratio
in the range of 1-for-five to 1-for-15 (collectively, the "Reverse Split"), with
such ratio to be determined in the discretion of the Board and publicly
disclosed prior to the effectiveness of the Reverse Split (the "Reverse Split
Proposal").
For Against Abstain
4,630,916,774 1,716,766,140 40,484,443
Proposal 4: To approve the Third Amended and Restated Greenlane Holdings, Inc.
2019 Equity Incentive Plan (the "Equity Plan Proposal").
For Against Abstain Broker Non-Votes
1,364,313 991,187 118,851 4,036,006
Item 7.01. Other Events.
On June 2, 2023, Greenlane issued a press release announcing the Reverse Split
ratio approved by the Board and the date of effectiveness of the Certificate of
Amendment. A copy of the press release is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information
included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1
hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference into any filing made by Greenlane under the Exchange Act or the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
3.1 Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of Greenlane Holdings, Inc., effective June 5,
2023.
99.1 Press Release of Greenlane Holdings, Inc., dated June 2, 2022.
104 Cover Page Interactive Data File
* Furnished herewith.
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