6 nominees · 9 ballot items.
The meeting will consider nine management-proposed proposals: name change to ZeroStack, creation of a new class of preferred shares, amendments to the 2022 Plan, grants of stock options to top executives, PIPE and convertible notes issuances, a forward share split, and the option to adjourn the meeting.
Approve the amendment to change the Company's name from Flora Growth Corp. to 'ZeroStack Corp.' or another Board-determined name, via Articles amendment.
Approve an amendment to authorize an unlimited number of preferred shares, issuable in series with rights, privileges and conditions to be set by the Board, as a class with the Common Shares.
Approve amendments to the 2022 Incentive Compensation Plan to increase the number of Common Shares issuable to 10% of fully diluted shares and increase the Incentive Stock Options under the plan to the lower of 2,000,000 or the number of shares issued and outstanding at approval.
Approve the grant of stock options to the Chief Executive Officer, Chief Financial Officer and Executive Chairman as described, subject to shareholder approval.
Approve for Nasdaq compliance the issuance of Common Shares underlying pre-funded warrants and warrants sold in the September 2025 Private Placement, to certain investors.
Approve for Nasdaq compliance the issuance of Common Shares underlying the DeFi convertible note, subject to conversion terms and cap, including potential issuance of DeFi Note Shares upon conversion.
Approve for Nasdaq compliance the issuance of Common Shares underlying the Zero Gravity convertible note, subject to conversion terms and the Maximum Percentage restrictions, including potential issuance of Zero Gravity Note Shares.
Approve the forward share split of the Company's outstanding Common Shares in a ratio from 2:1 to 10:1, with Board discretion to fix the ratio and timing within one year.
Authorize adjournment or postponement of the Meeting to permit further solicitation of proxies if needed to approve Proposals 1-8.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 1.05% | 25,440 | $157K |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.89% | 21,656 | $134K |
| 3 | VANGUARD FIDUCIARY TRUST CO | 0.52% | 12,648 | $78K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.15% | 3,665 | $23K |
| 5 | UBS Group AG | 0.03% | 665 | $4K |
| 6 | MORGAN STANLEY | 0.01% | 168 | $1K |
| 7 | Sound Income Strategies, LLC | 0.00% | 12 | $72 |
| 8 | ROYAL BANK OF CANADA | 0.00% | 12 | $74 |
| 9 | Bernard Wealth Management Corp. | 0.00% | 12 | $75 |
| 10 | OSAIC HOLDINGS, INC. | 0.00% | 10 | $61 |
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