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Ascend Wellness Holdings, Inc. — Proxy Solicitation & Information Statement 2022
Mar 29, 2022
48089_rns_2022-03-29_315dac4b-c77c-44e2-aa03-de0d92d9fe49.pdf
Proxy Solicitation & Information Statement
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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 6, 2022 AscendWellness Holdings, Inc. (the “Company”) Annual Meeting Meeting Date and Time: May 6, 2022 at 10:00 a.m. Eastern TimeLocation: Virtual Meeting via live webcast at https://web.lumiagm.com/218648002 This is not a form for voting. Please beadvised that the proxy materials for the above noted securityholder meeting are available for viewing and downloading online.This document provides only an overview of the more complete materials, but you are reminded to access and review theproxy statement (the “Proxy Statement”) of Ascend Wellness Holdings, Inc. (the “Company”), Notice, Annual Report and Formof Proxy available online prior to voting. These materials are available at: https://odysseytrust.com/client/ascend-wellness-holdings-inc/ OR www.sedar.com Obtaining Paper Copies of the Proxy Materials and Questions regarding notice and accessSecurityholders may request to receive paper copies of the proxy materials related to the above referenced meeting by mailat no cost. Requests for paper copies must be received by 4:00 p.m. Eastern Time on April 22, 2022 in order to receive thepaper copy in advance of the deadline for the submission of Proxies or Voting Instruction Forms, as applicable, and the dateof the meeting. Requests for paper copies or questions regarding notice and access may be made by contacting: Toll FreeWithin North America: 1.888.290.1175 Direct from outside of North America: 1.587.885.0960 Registered holders andbeneficial owners who have previously provided standing instructions will receive a paper copies of the proxy materials. If youare a registered holder and have previously provided standing instructions indicating that you wish to receive paper copies ofthe proxy materials, you may revoke your instructions by calling the number above. Notice of Meeting The resolutions to bevoted on at the meeting, described in detail in the Proxy Statement, are as follows, which are further described under theheading “Overview of Matters to be Acted upon at the Meeting” in the Proxy Statement: Election of Directors: Stockholderswill be asked to elect directors for the ensuing year. Information respecting the election of directors may be found in the ProxyStatement under “Proposal 1 - Election of Directors”. Appointment of Auditor: Stockholders will be asked to ratify theappointment of Macias Gini & O'Connell LLP as the independent registered public accounting firm of the Company.Information respecting the appointment of auditors may
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be found in the Proxy Statement under “Proposal 2 - Appointment of Auditors”. Stock Incentive Plan Stockholders will beasked to approve the adoption of the Company’s 2021 stock incentive plan. Information respecting the proposed amendmentmay be found in the Proxy Statement under “Proposal 3 - Adoption of the Company's 2021 Stock Incentive Plan”. EmployeeStock Purchase Plan Stockholders will be asked to approve the adoption of the Company’s 2021 employee stock purchaseplan. Information respecting the proposed amendment may be found in the Proxy Statement under “Proposal 4 - Approval ofthe Company’s 2021 Employee Stock Purchase Plan”. Voting To vote your securities, please refer to the instructions on theenclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by May 3, 2022 12:00p.m. (Eastern Time). Non-registered (beneficial) stockholders should follow the instructions on the voting instruction form orother form of proxy provided by their intermediaries with respect to the procedures to be followed for voting. Only registeredstockholders and duly appointed proxyholders will be entitled to vote at the meeting. Stockholders who wish to appoint aproxyholder other than the persons designated by Ascend Wellness Holdings, Inc. on the form of proxy or identified on theVoting Instruction Form (including a non-registered stockholders who wishes to appoint themselves) to represent them at themeeting must carefully follow the instructions in the Proxy Statement and on their form of Proxy or Voting Instruction Form.Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a control number to votein the meeting and only being able to attend as a guest. To vote virtually at the meeting on May 6, 2022 at 10:00 a.m. EasternTime, visit: https://web.lumiagm.com/218648002. Please check the meeting materials for any special requirements formeeting attendance. Stratification The Company will not use the procedure known as “stratification” in relation to the use ofnotice and access, which is when a reporting issuer provides a paper copy of the proxy statement to some stockholders withthis notice package. The Company is providing paper copies of its Proxy Statement only to those registered stockholders andbeneficial stockholders that have previously requested to receive paper materials. Annual Report The Company is providingpaper copies or emailing electronic copies of its Annual Report on Form 10-K to registered stockholders and beneficialstockholders that have opted to receive it and have indicated a preference for either delivery method.