Cronos Group Inc. Files Proxy Statement Supplement

TL;DR

Cronos Group filed proxy docs, shareholders vote soon.

AI Summary

Cronos Group Inc. filed a Definitive Additional Materials proxy statement on July 5, 2024, related to its 2023 fiscal year. The filing concerns the company's proxy materials and is a supplement to its previous proxy statement. No fee was required for this filing.

Why It Matters

This filing provides updated or additional information to shareholders regarding the company's governance and voting matters, which is crucial for informed decision-making.

Risk Assessment

Risk Level: low — This is a routine proxy filing supplement with no immediate financial or operational risks indicated.

Key Players & Entities

• Cronos Group Inc. (company) — Registrant
• PharmaCan Capital Corp. (company) — Former company name

FAQ

Filing Documents

• cron-20240705.htm (DEFA14A) — 41KB
• cron-20240705_g1.jpg (GRAPHIC) — 111KB
• 0001656472-24-000079.txt ( ) — 437KB
• cron-20240705.xsd (EX-101.SCH) — 1KB
• cron-20240705_htm.xml (XML) — 1KB

From the Filing

cron-20240705 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 CRONOS GROUP INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. SUPPLEMENT TO PROXY STATEMENT DATED APRIL 26, 2024 FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS This supplement (this "Supplement") supplements the definitive proxy statement (the "Definitive Proxy Statement") filed by Cronos Group Inc. (the "Company") with the U.S. Securities and Exchange Commission ("SEC") and on the Company's profile on SEDAR+ at www.sedarplus.com on April 26, 2024 and made available to the holders (the "Shareholders") of common shares ("Shares") of the Company in connection with the 2024 Annual Meeting (the "Annual Meeting"), which meeting will be reconvened and held virtually on July 19, 2024. This Supplement is being filed with the SEC and on the Company's profile on SEDAR+ at www.sedarplus.com and made available to stockholders on or about July 5, 2024. The purpose of this Supplement is to provide additional information related to (i) the reconvening of the Company's Annual Meeting that was previously adjourned and (ii) the proposal to appoint the Company's independent registered public accounting firm to serve as the Company's independent auditor for the fiscal year ending December 31, 2024 and to authorize the Board of Directors (the "Board") to fix the independent auditor's remuneration. Accordingly, the information set forth under "Supplement to Proposal No. 3—Appointment of Independent Auditor" below supplements the disclosures under the heading "Proposal No. 3—Appointment of Independent Auditor" beginning on page 56 of the Definitive Proxy Statement. SUPPLEMENT TO PROPOSAL NO. 3—APPOINTMENT OF INDEPENDENT AUDITOR The Audit Committee of the Board (the "Audit Committee") has recommended to the Board that Davidson & Company LLP ("Davidson & Company") be nominated for appointment by the Shareholders as the Company's independent auditor for the fiscal year ending December 31, 2024. Change in Independent Registered Public Accounting Firm On July 2, 2024, the Audit Committee approved the engagement of Davidson & Company as the Company's independent registered public accounting firm to serve as the Company's independent auditor for the fiscal year ending December 31, 2024 and, based on the Audit Committee's recommendation, the Board nominated Davidson & Company for appointment by the Shareholders to serve as the Company's independent auditor for the fiscal year ending December 31, 2024. As previously disclosed in the Current Report on Form 8-K filed with the SEC on April 17, 2024, on April 11, 2024, KPMG LLP ("KPMG") informed the Company that it will not stand for reappointment for the Company's 2024 annual audit. KPMG indicated that its notification was a result of its decision to cease providing financial statement audit services to companies in the cannabis industry, regardless of the jurisdiction in which they operate. The Company anticipates that KPMG will continue to review its quarterly interim financial results through the second fiscal quarter of 2024. KPMG did not seek the Company's consent to its decision to not stand for re-appointment as the Company's independent registered public accounting firm. As a result, neither the Board nor the Audit Committee participated in KPMG's decision. KPMG issued unqualified reports on the Company's consolidated financial statements for the fiscal years ended December 31, 2022 and 2023, as well as an unqualified report on the effectiveness of the Company's internal control over financial reporting for the year ended December 31, 2023. KPMG issued an adverse opinion on the Company's internal control over financial reporting as of the year ended December 31, 2022 due to the existence of a material weakness related to the design and maintenance of effective controls over Information Technology General Controls, pertaining to user access management and the provisioning and monitoring of user access, including privileged access. The subject matter of this material weakness was discussed among the Company's management, the Audit Committee and KPMG, and the Company has authorized KPMG to respond fully to inquiries of Davidson & Company concerning the material weakness. During the Company's

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