Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 16, 2020, Acreage Holdings, Inc. (the “Company”) held its Special Meeting of Shareholders (the “Special Meeting”) to consider pursuant to an interim order of the Supreme Court of British Columbia dated August 11, 2020, and, if thought advisable, to pass, with or without variation, a special resolution (the “Amendment Resolution”) authorizing and approving:
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i.
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an amended arrangement under Section 288 of the Business Corporations Act (British Columbia) to be implemented pursuant to an amended and restated plan of arrangement (the “Amended and Restated Plan of Arrangement”), which amends and restates the plan of arrangement implemented by the Company on June 27, 2019;
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ii.
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an amending agreement, which, among other things, provides for certain amendments to the arrangement agreement between the Company and Canopy Growth Corporation dated April 18, 2019, as amended on May 15, 2019;
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iii.
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the Amended and Restated Plan of Arrangement; and
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iv.
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a second amended and restated omnibus equity incentive plan.
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On the same date, the scrutineer for the Special Meeting delivered its final tabulation of voting results for the Amendment Resolution, certifying the voting results set forth below.
The Amendment Resolution required approval by at least 66⅔% of the votes cast at the Special Meeting by the holders of the Company’s class A subordinate voting shares (the “Subordinate Voting Shares”), Class B proportionate voting shares (the “Proportionate Voting Shares”) and Class C multiple voting shares (the “Multiple Voting Shares”, and collectively with the Subordinate Voting Shares and Proportionate Voting Shares, the “Acreage Shares”), voting together as a single class. Additionally, pursuant to: (i) Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Amendment Resolution required approval by at least a majority of votes cast at the Special Meeting by the holders of Subordinate Voting Shares and Proportionate Voting Shares, voting together as a single class, and excluding the Acreage Shares held by any “interested party”, any “related party” of an “interested party” or any “joint actor” (as such terms are defined MI 61-101); and (ii) OSC Rule 56-501 (“Rule 56-501”) and National Instrument 41-101 - General Prospectus Requirements (“NI 41-101”), the Amendment Resolution required approval by at least a majority of the votes cast at the Special Meeting by the holders of Subordinate Voting Shares and Proportionate Voting Shares, voting together as a single class, excluding the votes cast by any affiliates of the Company and Acreage Shares held, directly or indirectly, by control persons of the Company for the purposes of Rule 56-501 and NI 41-101, (collectively, the “Minority Approval”), all as more particularly described in the Company’s proxy statement and management information circular dated August 17, 2020, mailed to the Company’s shareholders in connection with the Special Meeting.
At the Special Meeting, Acreage Shares representing the following votes were voted on the Amendment Resolution:
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For
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Withhold/Abstain
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Broker Non-Votes
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539,838,902
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0
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0
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The Amendment Resolution was approved by 99.84% of the votes cast by the holders of Acreage Shares at the Special Meeting, voting together as a single class, and 97.33% of the votes cast by holders of Proportionate Voting Shares and Subordinate Voting Shares, voting together as a single class, for purposes of Minority Approval.