Trulieve Cannabis Corp

1. 1

   Approval of Delaware Domestication (Arrangement Resolution

   ManagementBoard: FOR

   Special resolution to approve the Plan of Arrangement under Section 288 of the Business Corporations Act (British Columbia) to continue the Company from British Columbia to the State of Delaware, adopt the Delaware charter documents (Certificate of Domestication, Certificate of Incorporation and Bylaws), convert and preserve existing share and award rights, and implement related charter and governance changes; requires court approval and provides dissent rights under the BCBCA.

   More detail

   This management proposal asks shareholders to approve a special resolution adopting a court-supervised Plan of Arrangement under British Columbia law to domesticate Trulieve from British Columbia to Delaware, including adoption of Delaware charter documents (Certificate of Domestication, Certificate of Incorporation and Bylaws), conversion of existing share classes and equity awards into Delaware equivalents, and continuation of the company under Delaware law subject to court approval and statutory dissent rights. Management frames the transaction as jurisdictional alignment: Trulieve’s operations, regulatory exposure, GAAP reporting and capital markets presence are U.S.-centric, and the Board expects incorporation in Delaware to provide greater familiarity for U.S. investors, potentially improved marketability, and clearer corporate law precedents. The Plan preserves economic ownership and exchange ratios so shareholders will hold the same percentage interests post‑domestication; outstanding options, RSUs and PSUs are to be converted on equivalent terms and liabilities remain with the company. Important procedural and protective features include the Interim and Final Orders of the British Columbia court, statutory dissent rights for registered shareholders under sections 237–247 of the BCBCA (with strict compliance requirements), and conditions precedent such as Registrar authorization and receipt of required regulatory consents. The Board highlights Delaware’s developed corporate law, potential access to U.S. financing if federal cannabis banking reforms occur, and operational/regulatory streamlining as principal benefits, while acknowledging potential disadvantages such as differences in shareholder protections, increased litigation risk, transaction costs and tax considerations (including a potential departure tax). The Company intends to rely on the Court’s Final Order to satisfy the Section 3(a)(10) exemption for the deemed issuance/exchange of Delaware securities under the U.S. Securities Act. Given these considerations, the Board unanimously recommends a “FOR” vote, concluding that the long‑term strategic and capital‑markets benefits outweigh the identified risks, while preserving mechanisms (court fairness review and dissent rights) intended to protect shareholder interests.

2. 2

   Approval of Adjournment Proposal

   ManagementBoard: FOR

   Ordinary resolution authorizing one or more adjournments of the Meeting, if necessary, to solicit additional proxies in the event there are insufficient votes to approve one or more proposals (including the Plan of Arrangement), and authorizing proxy holders to vote in favor of such adjournments.

   More detail

   This management proposal asks shareholders to approve an ordinary resolution giving the Company and the proxies solicited by the Board the authority to adjourn the Meeting one or more times to obtain additional votes if, at the time of the Meeting, there are insufficient votes to approve one or more proposals (notably the Arrangement Resolution which requires supermajority approval in several classes). The adjournment authority is a routine but critical governance tool that allows the Board to continue solicitations, address outstanding questions among shareholders or intermediaries, and attempt to reach the specific voting thresholds required under the BCBCA and the Interim Order. The Company states it would use any adjournment period to solicit holders who have not voted or who voted against the Proposal to see if additional support can be obtained; the Company does not currently anticipate an adjournment longer than 30 days but reserves discretion to determine timing. Approving this proposal does not change substantive rights on its own; rather, it provides procedural flexibility to complete the domestication if initial results are insufficient. The Board recommends a “FOR” vote to preserve optionality and minimize the risk that a timing or turnout issue prevents completion of the domestication despite strong underlying shareholder support. Shareholders should note that an adjournment could delay implementation and that, if an adjournment triggers a new record date or extends beyond 30 days, additional notice requirements and logistical changes could apply. Overall, the adjournment proposal is intended to facilitate an orderly process for achieving required approvals and is customary in transactions requiring supermajority and court approval.

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When is the Trulieve Cannabis Corp 2026 special meeting?

Trulieve Cannabis Corp (TRLV) holds its 2026 special shareholder meeting on Wednesday, August 5, 2026.

What is the record date for the Trulieve Cannabis Corp 2026 meeting?

The record date for the Trulieve Cannabis Corp 2026 meeting is Monday, June 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Trulieve Cannabis Corp's 2026 meeting?

The board is presenting 12 director nominees at the Trulieve Cannabis Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Trulieve Cannabis Corp 2026 meeting?

Shareholders will vote on 2 proposals at the Trulieve Cannabis Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.