UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Appointment
On August 29, 2022, the Board of Directors (the “Board”) of Verano Holdings Corp. (the “Company”) approved an increase of the Board size from four to five members, appointed Lawrence Randall Hirsh to serve as a member of the Board, and appointed Mr. Hirsh to serve as the Chairman of the Audit Committee of the Board, in each case, effective immediately.
Determination of Independence and Financial Expert
The Board determined that Mr. Hirsh is independent within the meanings of sections 1.4 and 1.5 of Canadian National Instrument 52-110- Audit Committees (“NI 52-110”), the listing rules of the Nasdaq Stock Market (“Nasdaq”), and applicable rules of the U.S. Securities and Exchange Commission (the “SEC”). The Board also determined that Mr. Hirsh meets the financial literacy standards of section 1.6 of NI 52-110 and the financial expert standards of the listing rules of Nasdaq and the rules of the SEC.
There are no arrangements or understandings between Mr. Hirsh and any other persons pursuant to which Mr. Hirsh was selected as a member of the Board. There are no relationships or related transactions between Mr. Hirsh and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Biographical Information
Since 2020, Mr. Hirsh has provided consulting services to various companies on financial and operational matters through LRHIRSH, LLC. From 2002 to 2020, Mr. Hirsh served as a managing director of Alvarez & Marsal North America, LLC (“A&M”), a leading interim management and operational improvement implementation firm providing services in 40 countries with over 5,000 professionals. Mr. Hirsh co-founded the A&M Atlanta office and served as co-business unit leader for A&M’s Southeastern U.S. Corporate Restructuring Practice and on the Executive Committee of A&M’s North American Corporate Restructuring Practice. While at A&M, Mr. Hirsh served in advisory, interim management and director roles for clients, including various appointments as interim chief operating officer, chief financial officer and chairman of the board. Prior to joining A&M, Mr. Hirsh was a partner at Arthur Andersen LLP from 1995 to 2002 where his responsibilities included Southeast Leader for the U.S. Corporate Restructuring Practice and Atlanta and Southeast Leader for the Business Valuation Practice. Clients Mr. Hirsh has served include both public and private companies in a variety of industries, including transportation, logistics, healthcare, real estate and construction, financial services, manufacturing, and wholesale distribution. Over the past ten years, Mr. Hirsh has served on various boards of directors including as chairman, audit committee chair, compensation committee chair and as a board designee for investors and lenders. Mr. Hirsh also is currently serving as a board member for various affiliated real estate investment funds at the request of the investment manager and as chairman of an engineering and project management company. Mr. Hirsh holds a Bachelor of Business Administration from the University of Florida and is a certified public accountant, certified turnaround professional and a member of the American College of Bankruptcy.
Compensation
Mr. Hirsh will receive a one-time grant of restricted stock units (“RSUs”) under the Company’s Stock and Incentive Plan with a grant-date fair value of $500,000. The RSUs will vest in four equal installments on each of the 6, 12, 18 and 24 month anniversaries of the grant date. In addition, Mr. Hirsh will receive an aggregate annual cash fee of $45,000, which will be paid in arrears in equal quarterly installments and pro-rated for 2022.
Press Release
A copy of the press release announcing the appointment of Mr. Hirsh to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
99.1 |
||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
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 hereunto duly authorized.
| VERANO HOLDINGS CORP. | ||
| Date: August 30, 2022 | By: | /s/ Darren Weiss |
| Name: | Darren Weiss | |
| Title: | Chief Operating Officer, Chief Legal Officer, General Counsel & Secretary | |