SNDL Shareholders Reject Consolidation Proposal, Elect Five Directors

Key Points

• SNDL shareholders rejected a proposed share consolidation that would have allowed the board to combine shares at ratios ranging from 1-for-2 to 1-for-10, despite management arguing it could improve share marketability and attract institutional investors.
• Shareholders approved a five-member board and elected Gregory Mills, Zachary George, Lori Ell, Bryan Pinney and Greg Turnbull to serve as directors for the coming year.
• Investors also approved the reappointment of CBIZ CPAs P.C. as SNDL’s auditor. Detailed voting results will be filed with EDGAR and SEDAR+ and posted on the company’s website.

SNDL NASDAQ: SNDL shareholders elected five board nominees, approved the reappointment of the company’s auditor and rejected a proposed share consolidation at the company’s annual and special meeting.

Greg Mills, chair of SNDL’s board of directors, said proxies representing 101,259,339 shares, or approximately 41.1% of shares entitled to vote, had been received before the meeting. The participation level met the company’s quorum requirement of two persons holding or representing at least 25% of outstanding voting shares.

Shareholders received SNDL’s audited consolidated financial statements for the year ended Dec. 31, 2025, along with the auditor’s report. No shareholder vote was required on the financial statements.

Board Size and Director Elections Approved

Shareholders approved a resolution setting the number of directors at five for the ensuing year. The company’s five board nominees were also elected: Gregory Mills, Zachary George, Lori Ell, Bryan Pinney and Greg Turnbull.

No questions specific to the director-related resolutions were submitted during the virtual meeting, according to Matt Husson, SNDL’s general counsel and corporate secretary.

The company also received shareholder approval to reappoint CBIZ CPAs P.C., the successor to Marcum LLP, as its auditor through the close of the next annual meeting. The board will determine the auditor’s compensation.

Share Consolidation Proposal Rejected

The special resolution seeking shareholder authorization for a potential consolidation of SNDL’s common shares was not approved.

The proposal would have authorized the board to consolidate the company’s outstanding common shares at a ratio ranging from one post-consolidation share for every two pre-consolidation shares to one post-consolidation share for every 10 pre-consolidation shares. The board would have retained discretion to select a ratio within that range or not proceed with a consolidation.

SNDL said the board expected a consolidation, if implemented, to occur before Oct. 31, 2026, and no later than one year after the meeting date. The measure required approval from at least two-thirds of votes cast by shareholders attending virtually or represented by proxy.

In presenting the resolution, Mills said the board believed a consolidation could enhance the marketability of the company’s shares. He said a higher per-share price could increase interest from institutional and other investors whose investment policies restrict purchases of stocks below certain price levels.

“The board believes this could enhance shareholder value and broaden the shareholder base,” Mills said. He also noted that while SNDL’s share price was in compliance with Nasdaq’s continued-listing requirements, a consolidation could further support that compliance.

However, Husson reported that the special resolution had not been approved. Mills subsequently declared that all resolutions considered at the meeting, except the share consolidation proposal, had carried.

Voting Details to Be Filed

SNDL said the exact number of votes cast on each item would be filed through EDGAR and SEDAR+ and made available on the company’s website.

Following the formal business portion of the meeting, SNDL opened a 15-minute question-and-answer period. Amber Kruger, the company’s senior legal counsel, said no questions had been submitted. The meeting was then concluded following a motion by Tomas Bottger, SNDL’s head of investor relations, and a second by Husson.

About SNDL (NASDAQ:SNDL)

SNDL Inc is a Canadian cannabis and liquor retailer headquartered in Calgary, Alberta. Formerly known as Sundial Growers Inc, the company changed its name to SNDL Inc in 2022 as it expanded beyond cannabis production into retail and other consumer businesses.

SNDL's cannabis operations include cultivation, processing, manufacturing and distribution of adult-use cannabis products. Its portfolio has included brands such as Sundial, Top Leaf and Palmetto, with products sold through Canadian retail channels.

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