Ascend Wellness Holdings, Inc. ($AAWHU)
Earnings Call Transcript · April 29, 2026
Earnings Call Speaker Segments
Samuel Brill
ExecutivesGood morning, everyone. My name is Sam Brill, Chief Executive Officer of Ascend Wellness Holdings, Inc. The meeting is now called to order. I've asked Corey Sheahan, Executive Vice President, General Counsel and Secretary, to act as moderator and to record the minutes of this meeting. It is a pleasure to welcome our stockholders to the Annual Meeting of Ascend Wellness Holdings. I'd also like to acknowledge and welcome the presence of our Board of Directors. This meeting is being held in accordance with the company's bylaws and Delaware law. We will now proceed with the formal business of the meeting as set forth in the Notice of Annual Meeting and proxy statement, the mailing of which commenced on or about March 20, 2026, to stockholders of record at the close of business on March 2, 2026. Stockholders of record on that date are entitled to vote at this meeting. A record of stockholders as of the date is available to stockholders upon request and has been available for inspection by any stockholder for the past 10 days. Rules of conduct for this meeting are available on the meeting log-in screen. Please note that only stockholders who have logged in using their 12-digit control number will be able to vote and ask questions at this meeting. If any stockholder wishes to address the Chair during the formal part of this meeting, please do so by submitting your question in writing through the virtual meeting platform via the link provided. Any questions will be answered after the meeting in due course. The Board of Directors has appointed Paul Bedard to act as Inspector of Election for this annual meeting. He will coordinate the tabulation results of the voting with the support of the transfer agent at Odyssey Trust Company. The Inspector of Election will sign the oath of office, which will be filed with the minutes of this meeting. The Inspector of Election has informed me that of the 267,200,918 shares of common stock entitled to vote at the meeting, 100,808,164 shares are present or represented by proxy, and therefore, a quorum is present. We may now proceed to transact the business for which this meeting has been called. Let me briefly describe the voting procedures. If you have previously turned in your proxy and do not intend to change your vote, it is not necessary that you complete another proxy or ballot. Your vote will be counted. If you are eligible to vote and have not submitted your proxy or if you want to change your vote, you may do so by casting your ballot through the virtual meeting platform momentarily. In order to allow stockholders to vote through the virtual meeting platform at any time during this meeting, I now declare the polls open for voting. It is now 11:04 a.m. on April 29, 2026. Our first item of business is the election of directors. At this meeting, we will be voting on 6 nominees for director to serve a 1-year term as set forth in the proxy statement. In accordance with the bylaws, the directors have nominated Abner Kurtin, Scott Swid, Josh Gold, Francis Perullo, Julie Francis and me, Sam Brill, to be elected to serve as directors. The company's bylaws require that a stockholder provide advance notice to the company of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nomination for directors closed. The Board of Directors unanimously recommends that the stockholders vote in favor of each of the nominees for director. The second item of business is the ratification of the appointment of Withum, Smith & Brown, P.C. or Withum as the company's independent registered public accounting firm for the fiscal year ending 2026. The Audit Committee of the Board of Directors appointed Withum as the company's independent registered public accounting firm to audit the company's financial statements for the fiscal year ending 2026. The Board of Directors approved the selection of Withum and has asked the stockholders to ratify this selection. Stockholder ratification is not required by the company's bylaws. However, the Board of Directors is submitting this to stockholders for ratification as a matter of good corporate governance. If the stockholders do not approve the selection of Withum, the Board of Directors and the Audit Committee will reconsider the appointment. The third item of business is the reapproval of the company's stock incentive plan and the approval of any unallocated stock option entitlements thereunder. The Board of Directors unanimously recommends that stockholders vote in favor of reapproving the stock incentive plan and the approval of unallocated entitlements thereunder. [Voting]
Samuel Brill
ExecutivesIt is now 11:06 a.m. on April 29, 2026, and the polls for each matter to be voted on at this meeting are now closed. No additional proxies or votes, no changes or ratifications will be accepted. I will now report on the preliminary results of the voting by proxy. The Inspector of Election has informed me that with regard to Proposal 1, a plurality of the shares present in person or by proxy at the meeting and entitled to vote has been voted in favor of the election of each of the persons nominated. With regard to Proposal 2, a majority of the shares present in person or by proxy at the meeting and entitled to vote have been voted in favor of the ratification of Withum as the company's independent registered accounting firm for the fiscal year ending 2026. With regard to Proposal 3, a majority of the shares present in person or by proxy at the meeting and entitled to vote have been voted in favor of the reapproval of the stock incentive plan and the approval of unallocated stock option entitlements thereunder. I declare that all of the proposals presented at the meeting have been ratified or approved by the stockholders. The final results of voting, including any votes recorded during the meeting -- during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be included in our reports filed with the SEC. There being no other matters for consideration at this meeting, I hereby adjourn this meeting.
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