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Green Thumb Industries Inc. Proxy Solicitation & Information Statement 2025

Apr 28, 2025

45318_rns_2025-04-28_6fa07214-1fdf-4e70-b354-e3186e67342e.pdf

Proxy Solicitation & Information Statement

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SCAN TO VIEW MATERIALS & VOTE

GREEN THUMB INDUSTRIES INC.
325 W. HURON ST., SUITE 700
CHICAGO, IL 60654

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 10:59 p.m. Central time on Monday, June 9, 2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go to www.virtualshareholdermeeting.com/GTBIF2025

You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 10:59 p.m. Central time on Monday, June 9, 2025. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

V65100-P25009

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

GREEN THUMB INDUSTRIES INC.

The Board of Directors recommends you vote FOR the following proposals:

  1. Number of Directors. Set the number of directors to be elected at the Meeting to 7 (seven).
  2. Election of Directors.

Nominees:

2a. Dawn Wilson Barnes
2b. Anthony Georgiadis
2c. Jeffrey Goldman
2d. Benjamin Kovler
2e. Ethan Nadelman
2f. Richard Reisin
2g. Hannah (Buchan) Ross

For Against

☐ ☐

For Withhold

☐ ☐
☐ ☐
☐ ☐
☐ ☐
☐ ☐
☐ ☐

  1. Executive Compensation. Approve, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's Proxy Statement.

  2. Reappointment of Auditors. Re-appoint Baker Tilly US, LLP, as the auditors of the Company and to authorize the Board of Directors of the Company to fix that firm's remuneration and terms of engagement.

  3. Amendment Proposal. Approve the amendment of the Company's 2018 Share and Incentive Plan, as amended, to increase the number of shares available thereunder as described in the Company's Proxy Statement.

NOTE: Such other business as may properly come before the Meeting or any adjournment thereof.

For Against Abstain

☐ ☐ ☐

For Withhold

☐ ☐

For Against Abstain

☐ ☐ ☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date


Important Notice Regarding the Availability of Proxy Materials for the Annual and Special Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

V65101-P25009

GREEN THUMB INDUSTRIES INC.
Form of Proxy – Annual and Special Meeting to be held on June 11, 2025

Appointment of Proxyholder
(We being the undersigned holder(s) of Green Thumb Industries Inc. hereby appoint Bret Kravitz and Andrew Grossman.

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual and Special Meeting of Green Thumb Industries Inc. to be held via live webcast at www.virtualshareholdermeeting.com/GTBIF2025 at 10:00 a.m. (Central time) on June 11, 2025 or at any adjournment or postponement thereof.

This form of proxy is solicited by and on behalf of Management.

Proxies must be received by 10:59 p.m., Central time, on June 9, 2025.

Notes to Proxy

  1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual and Special Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided.
  2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
  3. This proxy should be signed in the exact manner as the name appears on the proxy.
  4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
  5. The securities represented by this proxy will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
  6. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

Continued and to be signed on reverse side