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).
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (the "Company") held its 2025 Annual and Special Meeting of Shareholders (the "Annual Meeting") on June 30, 2025.
The 2022 Plan Amendment
At the Annual Meeting, the Company's shareholders approved an amendment (the "Amendment") of the Company's 2022 Incentive Compensation Plan (the "2022 Plan") to increase the number of common shares of the Company (the "Common Shares") reserved for issuance to participants under the 2022 Plan from 2,500,000 Common Shares to 4,500,000 Common Shares. Previously, on April 11, 2025, the board of directors of the Company (the "Board") authorized the Amendment, subject to the Company's shareholders approving such Amendment at the Annual Meeting.
The Amendment became effective immediately upon shareholder approval at the Annual Meeting. A more complete summary of the terms of the Amendment is set forth in "Proposal 3: Approval of Amendment to the 2022 Plan" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 6, 2025 (the "Proxy Statement"), which description and text are incorporated herein by reference.
The foregoing description of the terms of the Amendment and the description thereof incorporated by reference from the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2022 Plan, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Repricing and Amendment of Vesting Terms of Certain Outstanding Stock Appreciation Rights
At the Annual Meeting, the Company's shareholders approved the repricing and amendment of vesting terms of certain outstanding Stock Appreciation Rights granted to certain employees and executive officers of the Company (the "Stock Appreciation Rights Repricing"). The Stock Appreciation Rights Repricing became effective immediately upon the closing of the Annual Meeting.
The December 2023 SARs, August 2024 SARs and December 2024 SARs (in each case, as defined in the Proxy Statement) were repriced to an exercise price per right of $0.58, which is equal to the closing price of the Company's Common Shares on Nasdaq on June 30, 2025, the date the Company's shareholders approved the Stock Appreciation Rights Repricing.
The vesting terms of the December 2023 Starke SARs (as defined in the Proxy Statement), of which there are 1,028,665 outstanding, and the August 2024 Starke SARs (as defined in the Proxy Statement), of which there are 575,319 outstanding, were amended such that the first of nine tranches will vest upon the Company's share price increasing by 25% from $0.58, with each tranche thereafter requiring an additional 25% increase in share price to vest in accordance with the following schedule:
|
Tranche |
Percentage Increase in Flora |
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1 |
25% |
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2 |
50% |
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3 |
75% |
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4 |
100% |
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5 |
125% |
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6 |
150% |
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7 |
175% |
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8 |
200% |
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9 |
225% |
The vesting terms of the December 2023 Vaiman SARs (as defined in the Proxy Statement), of which there are 342,888 outstanding, and the August 2024 Vaiman SARs (as defined in the Proxy Statement), of which there are 191,773 outstanding, were amended such that the first of eight tranches will vest upon the Company's share price increasing by 25% from $0.58, with each tranche thereafter requiring an additional 25% increase in share price to vest in accordance with the following schedule:
|
Tranche |
Percentage Increase in Flora |
|
1 |
25% |
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2 |
50% |
|
3 |
75% |
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4 |
100% |
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5 |
125% |
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6 |
150% |
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7 |
175% |
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8 |
200% |
The foregoing description of the terms of the Stock Appreciation Rights Repricing and the description thereof incorporated by reference from the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Form of Unvested Stock Appreciation Rights Agreement with respect to the December 2023 SARs and August 2024 SARs (each as defined in the Proxy Statement) and the full text of the Form of Vested Stock Appreciation Rights Agreement with respect to the December 2024 SARs (as defined in the Proxy Statement), copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results for the proposals submitted to a vote of the Company's shareholders at the Annual Meeting are as follows:
Proposal 1: Election of five directors to the Board to hold office until the Company's 2026 Annual Meeting of Shareholders or until their respective successors are elected or appointed:
| Broker | ||||||||
| Director | For | Against | Abstentions | Non-Votes | ||||
| Clifford Starke | 7,329,521 | 1,500,756 | 20,277 | 4,127,339 | ||||
| Sammy Dorf | 8,014,311 | 815,247 | 20,996 | 4,127,339 | ||||
| Edward Woo | 8,622,354 | 204,155 | 24,045 | 4,127,339 | ||||
| Manfred Leventhal | 8,715,612 | 114,001 | 20,941 | 4,127,339 | ||||
| Harold Wolkin | 8,560,356 | 264,945 | 25,253 | 4,127,339 |
Proposal 2: Reappointment of Davidson & Company LLP, an independent registered public accounting firm, as auditors of the Company for the fiscal year ending December 31, 2025 and authorization of the Board to fix their renumeration.
| For | Against | Abstentions | ||
| 12,637,347 | 225,303 | 115,243 |
Proposal 3: Approval of an amendment to the Company's 2022 Plan to increase the number of shares issuable thereunder from 2,500,000 to 4,500,000 shares.
| Broker | ||||||
| For | Against | Abstentions | Non-Votes | |||
| 5,548,268 | 3,293,584 | 8,702 | 4,127,339 |
Proposal 4: Approval of the grant of Stock Appreciation Rights to the Company's Chief Executive Officer, Chief Financial Officer, and Executive Chairman.
| Broker | ||||||
| For | Against | Abstentions | Non-Votes | |||
| 1,291,659 | 7,547,118 | 11,777 | 4,127,339 |
Proposal 5: Give our Board the authority, at its discretion, to effect a share consolidation of the Company's outstanding Common Shares at a ratio not less than 10:1 and not greater than 100:1 without reducing the authorized number of Common Shares, and to be effected, if at all, in the sole discretion of our Board at any time within one year of the date of the Annual Meeting without further approval or authorization of our shareholders.
| For | Against | Abstentions | ||
| 10,996,887 | 1,296,154 | 684,851 |
Proposal 6: Approval of the repricing and amendment of vesting terms of certain outstanding Stock Appreciation Rights granted to certain employees and executive officers of the Company.
| Broker | ||||||
| For | Against | Abstentions | Non-Votes | |||
| 5,292,718 | 3,547,911 | 9,925 | 4,127,339 |
Based on the foregoing votes, each of Clifford Starke, Sammy Dorf, Edward Woo, Manfred Leventhal and Harold Wolkin were elected to the Company's Board, and Proposals 2, 3, 5 and 6 were approved. Proposal 4 was not approved. No other proposals were submitted for shareholder approval at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 4.1 | 2022 Incentive Compensation Plan |
| 10.1 | Form of Unvested Stock Appreciation Rights Agreement, dated June 30, 2025 |
| 10.2 | Form of Vested Stock Appreciation Rights Agreement, dated June 30, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the 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 thereunto duly authorized.
| FLORA GROWTH CORP. | ||
| Date: June 30, 2025 | By: | /s/ Clifford Starke |
| Name: | Clifford Starke | |
| Title: | Chief Executive Officer | |