Trulieve Cannabis (TRUL) Proxy filing summary

Executive summary

• The annual general and special meeting will be held virtually on June 12, 2025, with shareholders voting on key proposals including director elections, executive compensation, an amended incentive plan, and auditor ratification.

• Shareholders can vote electronically, by phone, or by mail, with a record date of April 24, 2025, and a quorum requirement of at least 5% of issued shares.

• Notice-and-access is used for proxy materials, reducing costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include election of seven directors, a non-binding say-on-pay vote, approval of the amended 2021 Omnibus Incentive Plan, and ratification of WithumSmith + Brown, PC as auditors.

• The board recommends voting FOR all proposals.

• Shareholders may submit proposals or director nominations for the next meeting by January 2, 2026, following SEC and BCBCA rules.

• Majority voting policy applies to director elections, requiring directors to resign if not supported by a majority.

Board of directors and corporate governance

• The board consists of seven directors, six of whom are independent; Kim Rivers serves as Chair and CEO.

• Three standing committees: Audit, Compensation and Human Resources, and Nominating and Corporate Governance, each with defined charters and independent membership.

• Lead Independent Director role established to enhance board effectiveness.

• Board and committees met regularly in 2024, with all directors attending at least 75% of meetings.

• Corporate governance guidelines and a Code of Conduct are in place and updated as needed.