Trulieve Cannabis (TRUL) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 9, 2026, to be held virtually, with proxy materials available online and voting accessible by internet, phone, or mail.

• Shareholders will vote on setting the number of directors at seven, electing directors, a non-binding say-on-pay vote, and ratifying the appointment of WithumSmith + Brown, PC as auditors for 2026.

• Notice-and-access delivery method is used to reduce costs and environmental impact, with all proxy materials and annual reports available electronically.

Voting matters and shareholder proposals

• Proposals include setting the board at seven directors, electing seven nominees, approving executive compensation (say-on-pay), and ratifying auditors.

• Majority voting policy applies to director elections; nominees not receiving majority support are expected to resign.

• Shareholder proposals for the 2027 meeting must be submitted by December 29, 2026, and director nominations must comply with advance notice and universal proxy rules.

Board of directors and corporate governance

• Board to be reduced from eight to seven members due to one director not standing for re-election.

• Six of seven nominees are independent; Kim Rivers, CEO, is not independent.

• Board committees include Audit, Compensation and Human Resources, and Nominating and Corporate Governance, each with defined charters and annual effectiveness assessments.

• Lead Independent Director role established to enhance board independence.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.