$ITHUF·8-K

iANTHUS CAPITAL HOLDINGS, INC. · Jul 1, 2:46 PM ET

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iANTHUS CAPITAL HOLDINGS, INC. 8-K

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iAnthus Capital Reports 2026 Annual Meeting — Directors Re-elected

What Happened

  • On June 25, 2026, iAnthus Capital Holdings, Inc. (filed as an 8-K on July 1, 2026) held its 2026 annual meeting of shareholders and announced the voting results. As of the record date (May 6, 2026) there were 6,972,551,786 common shares outstanding; 3,812,342,744 shares were represented in person or by proxy (a quorum).
  • Five director nominees were re-elected to serve until the next annual meeting: Scott Cohen, Michelle Mathews‑Spradlin, Kenneth W. Gilbert, Alexander Shoghi, and Richard Proud. Each nominee received approximately 3.752 billion "For" votes, with zero "Against" votes and roughly 1.46–1.75 million abstentions; there were 58,452,641 broker non-votes on the director elections.
  • Shareholders also re‑appointed PKF O’Connor Davies, LLP as the company’s auditor for the fiscal year ending December 31, 2026; that vote was 3,810,688,656 "For", 0 "Against" and 1,654,088 abstentions. The company issued a press release with these results (Exhibit 99.1).

Key Details

  • Record date (shares outstanding): 6,972,551,786 (May 6, 2026).
  • Shares represented at meeting (quorum): 3,812,342,744.
  • Director votes (example totals): Scott Cohen — For 3,752,278,915; Abstain 1,611,188; Broker non-votes 58,452,641.
  • Auditor vote: PKF O’Connor Davies re‑appointed — For 3,810,688,656; Abstain 1,654,088; 0 Against.

Why It Matters

  • Re-election of the full board provides continuity in leadership and governance through the next annual meeting.
  • Re‑appointing PKF O’Connor Davies confirms the firm that will handle the company’s audit for FY 2026, which affects financial oversight and reporting.
  • The vote totals show strong affirmative shareholder support for the slate of directors and the auditor; the presence of broker non‑votes indicates a portion of shares held in brokerage accounts did not cast votes on director elections.

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