Flora Growth Announces Results of 2025 Annual and Special Meeting of Shareholders

Newsfile

June 30, 2025 6:01PM GMT

Fort Lauderdale, Florida--(Newsfile Corp. - June 30, 2025) - Flora Growth Corp. (NASDAQ: FLGC) (FSE: 7301) ("Flora" or the "Company") held its 2025 Annual and Special Meeting of Shareholders (the "Annual Meeting"). The final voting results of 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 of directors of the Company (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 matters were considered or voted upon at the Annual Meeting.

Investor Relations:

Investor Relations ir@floragrowth.com

Clifford Starke Clifford.Starke@floragrowth.com

Media:

media@floragrowth.com

Cautionary Statement Concerning Forward-Looking Statements

This press release may contain "forward-looking statements," as defined by U.S. federal securities laws. Forward-looking statements reflect Flora's current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words "believe," "expect," "anticipate," "will," "could," "would," "should," "may," "plan," "estimate," "intend," "predict," "potential," "continue," and the negatives of these words and other similar expressions generally identify forward-looking statements. Such forward-looking statements are subject to various and risks and uncertainties, including those described under section entitled "Risk Factors" in Flora's Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the "SEC") on March 24, 2025, as such factors may be updated from time to time in Flora's periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov/edgar. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Flora's filings with the SEC. While forward-looking statements reflect Flora's good faith beliefs, they are not guarantees of future performance. Flora disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based on information currently available to Flora (or to third parties making the forward-looking statements).

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