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Trulieve Cannabis Corp. Proxy Solicitation & Information Statement 2021

Apr 21, 2021

44309_rns_2021-04-21_d4e718cf-a1ce-45c8-9eeb-69b208efe1ba.pdf

Proxy Solicitation & Information Statement

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Trulieve Cannabis Corp.

Notice of Annual General and Special Meeting of Shareholders (the “Notice”)

The 2021 annual general and special meeting of shareholders (the “ Meeting ”) of Trulieve Cannabis Corp., a British Columbia corporation (the “ Company ”), will be a virtual meeting held on June 10, 2021 beginning at 10:00 a.m. (Eastern Time), at www.virtualshareholdermeeting.com/TCNNF2021 .

The following matters will be considered at the Meeting:

  • The setting of the number of directors at eight;

  • The re-election of directors for the forthcoming year from the nominees proposed by the Board;

  • The approval of the 2021 Omnibus Incentive Plan, which will replace the Schyan Exploration Inc. Stock Option Plan;

  • The re-appointment of MNP LLP, as auditors for the Company and the authorization of the board of directors of the Company (the “ Board ”) to fix the auditors’ remuneration and terms of engagement; and

  • The transaction of such other business as may properly come before the Meeting or any adjournment(s) thereof.

This Notice of Meeting is accompanied by the proxy statement and the accompanying form of proxy (“ Proxy Instrument ”). As permitted by applicable securities law, the Company is using notice-and-access to deliver the proxy statement to shareholders. This means that the proxy statement is being posted online to access, rather than being mailed out. Notice-and-access substantially reduces the Company’s printing and mailing costs and is environmentally friendly as it reduces paper and energy consumption. The proxy statement, the audited annual consolidated financial statements of the Company for the fiscal year ended December 31, 2020, together with the notes thereto, and the independent auditor’s report thereon and the related management’s discussion and analysis are available on the “Investors” section of the Company’s website at www.trulieve.com , SEDAR at www.sedar.com and the SEC’s website at www.sec.gov . Shareholders will still receive a Proxy Instrument or a voting instruction form in the mail so they can vote their shares but, instead of receiving a paper copy of the proxy statement, they will receive a notice with information about how they can access the proxy statement electronically and how to request a paper copy.

The record date for the determination of shareholders of the Company entitled to receive notice of and to vote at the Meeting or any adjournment(s) thereof is April 20, 2021 (the “ Record Date ”). Shareholders of the Company whose names have been entered in the register of shareholders of the Company at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) thereof.

A shareholder of the Company may attend the Meeting live via webcast or may be represented by proxy. Registered shareholders of the Company who are unable to attend the Meeting or any adjournment(s) thereof via the webcast are requested to date, sign and return the accompanying Proxy Instrument for use at the Meeting or any adjournment(s) thereof.

To be effective, the enclosed Proxy Instrument must be returned to Broadridge (“ Broadridge ”) by mail using the enclosed return envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Alternatively, you may vote by Internet at www.proxyvote.com and clicking “Vote” or by calling

1-800-690-6903. All instructions are listed on the enclosed Proxy Instrument. Your proxy or voting instructions must be received in each case no later than 11:59 p.m. (Eastern Time) on June 9, 2021 or, if the Meeting is adjourned, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) before the beginning of any adjournment(s) to the Meeting.

Whether or not you plan to attend the Meeting via live webcast, we encourage you to read this proxy statement and promptly vote your shares . For specific instructions on how to vote your shares, please refer to the section entitled “ How You Can Vote ” and to the instructions on your proxy or voting instruction card.

DATED as of April 20, 2021 By Order of the Board of Directors

/s/ Eric Powers Eric Powers Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 10, 2021

The Notice of Annual General and Special Meeting and Proxy Statement are available online at the “Investors” section of our website at www.trulieve.com. The 2020 Annual Report to Shareholders, which includes our Form 10-K for the year ended December 31, 2020, is also available online at the “Investors” section of our website at www.trulieve.com.

YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR PROXY OVER THE INTERNET BY VISITING WWW.PROXYVOTE.COM OR BY TELEPHONE 1-(800) 690-6903 OR MARK, SIGN, DATE AND RETURN YOUR PROXY CARD BY MAIL WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL GENERAL AND SPECIAL MEETING.