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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2022

GOODNESS GROWTH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

British Columbia

(State or other jurisdiction of Incorporation)

000-56225

    

82-3835655

(Commission File Number)

(IRS Employer Identification No.)

207 South 9th Street

Minneapolis, Minnesota

55402

(Address of principal executive offices)

(Zip Code)

(612) 999-1606

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

N/A

N/A

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).

Emerging growth company          

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     

Item 5.07.

Submission of Matters to a Vote of Security Holders

On November 18, 2022, Goodness Growth Holdings, Inc. (the “Company”) held its annual meeting of shareholders. At the annual meeting, the shareholders: (i) fixed the size of the board of directors of the Company at seven members; (ii) elected all seven directors to serve until the annual meeting in 2023 or until their successors are elected or appointed; and (ii) appointed Davidson & Company LLP as the Company's independent registered public accounting firm for fiscal year 2022. The final voting results are below.

Fix the Number of Directors

For

Against

Withhold

77,340,842

11,480

-0-

Election of Directors

Director Name

For

Withhold

Kyle Kingsley

77,320,416

31,906

Chelsea Grayson

77,062,116

290,206

Ross Hussey

77,318,616

33,706

Victor Mancebo

77,311,716

40,606

Judd Nordquist

77,328,962

23,360

Joshua Rosen

77,074,366

277,956

Amber Shimpa

75,629,678

1,722,644

Appointment of Auditor

For

Against

Withhold

77,501,901

-0-

13,547

SIGNATURES

Pursuant to the requirements of Section 12 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.

By:

/s/ Kyle E. Kingsley

Kyle E. Kingsley

Chief Executive Officer

Dated: November 21, 2022