Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 Trading Plans
Securities Trading Plans of Directors and Executive Officers
During the three months ended March 31, 2025, no directors or executive officers entered into , modified or terminated , contracts, instructions or written plans for the sale or purchase of the Company’s securities that were intended to satisfy the affirmative defense conditions of Rule 10b5-1 or that constituted non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
Certain of our officers or directors have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5–1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
Buggy Appointment
Effective as of May 6, 2025, Shannon Buggy’s title was changed from Senior Vice President, Global Head of People to Senior Vice President, Global Head of People and Technology. In connection with the foregoing, Ms. Buggy’s annual base salary increased to $330,000, her annual target bonus opportunity under the Company’s short-term incentive compensation plan increased to 60% of her base salary; and her target annual long-term incentive compensation opportunity increased to 75% of her base salary. All other terms and conditions of Ms. Buggy’s employment remained the same. Ms. Buggy will also receive a one-time award of restricted stock units, vesting in three substantially equal annual installments beginning on the first anniversary of the grant date, in the amount of $122,500 to be granted during the Company’s next open trading window, expected to commence on or about May 9, 2025.
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Item 6. Exhibits
The exhibits listed in the Exhibit Index immediately below are filed as part of this Quarterly Report, which Exhibit Index is incorporated by reference herein.
Exhibit Number Exhibit Index
3.1
Certificate of Continuance and Articles of Cronos Group Inc. (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q of Cronos Group Inc., filed on August 8 , 2024).
10.1†
Amended and Restated Executive Employment Agreement, dated March 19, 2025, by and among Cronos USA Client Services LLC ( “ Cr onos USA ” ) , the Company and Anna Shlimak (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Cronos Group Inc., filed on March 19, 2025).
10.2†
S eparation Agreement, dated March 19, 2025, by and among Cronos USA, the Company and James Holm (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Cronos Group Inc., filed on March 19, 2025).
10.3†*
Letter Agreement by and among Shannon Buggy, Cronos USA and the Company, dated May 6, 2025.
31.1* Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS* XBRL Instance Document.
101.SCH* XBRL Taxonomy Extension Schema Document.
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document.
† Management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CRONOS GROUP INC.
By: /s/ Anna Shlimak
Anna Shlimak
Chief Financial Officer
May 8, 2025
By: /s/ Jimmy McGinness
Jimmy McGinness
Vice President, Controller, and Principal Accounting Officer
May 8, 2025
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.