UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
Patrick Peters Resignation
(b)
On May 31, 2024, Patrick Peters, Executive Vice President of Retail of Vireo Health, Inc., a wholly-owned subsidiary of Goodness Growth Holdings, Inc. (the “Company”), informed the Company of his intention to resign from his position effective June 14, 2024. Mr. Peters’ departure is not based on any disagreement with the Company on any matter.
Restricted Stock Unit Award
(e)
On May 31, 2024, the Company granted 121,625 restricted stock units (“RSUs”) representing the Company’s Subordinated Voting Shares to Joshua Rosen, the Company’s Chief Executive Officer. The RSUs were granted pursuant to a Restricted Stock Unit Agreement under the Vireo Health International Inc. 2019 Equity Incentive Plan, as amended, effective March 31, 2024 (the “RSU Award Agreement”), pursuant to the terms of Mr. Rosen’s employment agreement, effective January 1, 2024 (the “Rosen Employment Agreement”). The RSUs vest upon the first to occur of (a) December 31, 2026 (subject to Mr. Rosen’s continued employment through that date), (b) termination of Mr. Rosen’s employment other than for Cause (as defined in the Rosen Employment Agreement) or (c) Mr. Rosen’s resignation from employment for Good Reason (as defined in the Rosen Employment Agreement).
The RSU Award Agreement has been filed as Exhibit 10.1 to this Current Report on Form 8-K. The summary description of RSU Award Agreement does not purport to be complete and is qualified in its entirety by reference to the RSU Award Agreement, which is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Goodness Growth Holdings, Inc. 2019 Equity Incentive Plan Restricted Stock Unit Agreement, by and between Goodness Growth Holdings, Inc. and Joshua Rosen, effective March 31, 2024 | |
| 10.2 | Form of Goodness Growth Holdings, Inc. 2019 Equity Incentive Plan Restricted Stock Unit Agreement (Employee Restricted Stock Unit Award) | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURES
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.
| GOODNESS GROWTH HOLDINGS, INC. | ||
| (Registrant) | ||
| By: | /s/ Joshua Rosen | |
| Joshua Rosen | ||
| Chief Executive Officer and Interim Chief Financial Officer | ||
Date: June 6, 2024