Greenlane (NASDAQ:GNLN) held a virtual special meeting of stockholders focused on two proposals: authorizing a potential reverse stock split and approving an adjournment provision if additional time is needed to solicit proxies.
Meeting leadership and voting procedures
Chief Executive Officer Jason Hitchcock chaired the meeting and called it to order, appointing Chief Financial Officer Vanessa Guzman-Clark to serve as secretary and keep the minutes. The company appointed Charles Zaid of American Election Services as inspector of election, and Hitchcock noted that Zaid had taken an oath to execute his duties impartially, with the executed oath to be filed with the meeting records.
Items up for a vote
Hitchcock said there were two items of business on the agenda, both described in the company’s proxy statement filed with the SEC on Feb. 26, 2026:
- Proposal 1: Approval of an amendment to the company’s amended and restated certificate of incorporation to effect a reverse stock split of the company’s Class A common stock within a range of 1-for-5 to 1-for-15 (or any ratio in between), without reducing the authorized number of shares. The proposal also authorizes the filing of a final amendment with the ratio to be set in the sole discretion of the board of directors at any time on or before April 30, 2026, without further stockholder approval.
- Proposal 2: Approval to adjourn the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes in favor of the reverse stock split proposal.
Record date, share count, and quorum
The board set Feb. 25, 2026 as the record date for determining stockholders entitled to vote. Hitchcock reported that the total number of outstanding shares of common stock entitled to vote at the meeting was 5,039,563. He also presented an affidavit of distribution signed by Joanne Vogel of Broadridge Financial Solutions, stating that meeting materials were mailed and deposited with the post office beginning Feb. 26, 2026, and directed that the affidavit be included in the minutes.
Inspector of election Charles Zaid reported preliminary results showing approximately 41.16% of the voting power of the issued and outstanding shares entitled to vote was represented at the meeting. Hitchcock accepted the report and declared that a quorum was present. He stated that the polls opened at 9:04 a.m. Eastern Time.
Rationale for the reverse stock split proposal
Hitchcock described Proposal 1 and the voting standard required for approval, stating that it would pass if votes cast “for” the proposal exceed votes cast “against” it. He also noted that the board of directors recommended a vote in favor of the reverse stock split proposal.
Guzman-Clark provided additional context for Proposal 1, characterizing it as a capital structure adjustment “designed to align our trading profile with our current balance sheet and strategic direction.” She said the reverse stock split is intended to support compliance with Nasdaq listing requirements and “enhance overall market stability.” She added that the reverse stock split does not change the company’s underlying asset values or strategy, calling it a “technical capital market action intended to strengthen our trading framework as we continue executing our transition.”
Adjournment proposal and voting mechanics
Hitchcock explained Proposal 2, saying it would allow the company to adjourn the meeting if needed to solicit additional proxies should there be insufficient votes for Proposal 1. He stated that approval of the adjournment proposal requires an affirmative vote of a majority of the voting power of the issued and outstanding shares entitled to vote at the meeting that are present (in person or by remote communication) or represented by proxy.
With no further business scheduled, Hitchcock moved the meeting to voting. He reminded stockholders that each share entitled its holder to one vote, based on holdings as of the Feb. 25, 2026 record date, and that stockholders who had already submitted proxies did not need to vote unless they wished to revoke and replace their proxy vote by electronic ballot. He also stated that no ballots, proxies, or revocations or changes would be accepted after the polls closed.
About Greenlane (NASDAQ:GNLN)
Greenlane Holdings, Inc is a leading global distributor and direct-to-consumer retailer of premium cannabis consumption accessories and lifestyle products. The company’s portfolio spans hardware such as vaporizers, glassware, rolling papers, storage solutions, and concentrate tools, alongside branded and proprietary offerings designed to meet the evolving needs of both consumers and retail partners in the cannabis and hemp sectors.
Through a multi-channel platform, Greenlane serves a diverse customer base that includes smoke shops, dispensaries, specialty retailers and e-commerce operators.
