Trulieve Cannabis Corp. shareholders have overwhelmingly approved a proposal to relocate the company’s legal home from British Columbia to Delaware.
At a special meeting held August 5, shareholders cast 71,756,586 votes in favor of the move, compared with 383,078 votes against and 50,472 abstentions, according to a new filing with the U.S. Securities and Exchange Commission. Of the votes cast for or against the proposal, approximately 99.5% supported the change.
The plan would continue Trulieve out of British Columbia and domesticate it as a corporation under Delaware law. The company would retain the name Trulieve Cannabis Corp., and existing subordinate and multiple voting shares would be exchanged one-for-one for equivalent Delaware shares, meaning the move is not expected to dilute shareholders’ ownership.
Trulieve said the change would better reflect its business, noting that all of its operations are based in the United States. The company is registered with the SEC, prepares its financial statements under U.S. accounting standards and trades on the New York Stock Exchange under the symbol TRLV.
The company’s board said becoming a U.S. corporation could increase Trulieve’s acceptance in U.S. capital markets, make its shares more accessible to institutional investors and improve access to financing if federal marijuana banking laws are reformed. Trulieve also said the move could streamline interactions with federal and state regulators while providing the company with the more established corporate legal framework available in Delaware.
Shareholder approval does not immediately complete the move. Trulieve must still receive a final order from the Supreme Court of British Columbia, obtain authorization from the British Columbia Registrar of Companies and file its domestication and incorporation documents with the Delaware secretary of state. A court hearing on the arrangement is scheduled for August 10. The company’s board will retain the authority to determine when, or whether, to complete the domestication.
Once completed, Trulieve expects its stock to continue trading on the New York Stock Exchange under the TRLV symbol. The company will also remain a reporting issuer across Canada, although shareholder rights will be governed by Delaware law rather than British Columbia law.
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