STKL Sunopta Inc. - 8-K

ITEM 5.07.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On April 16, 2026, SunOpta Inc. (the "Company" or "SunOpta") held a special meeting (the "Shareholder Meeting") of the holders (the "Company Shareholders") of common shares (the "Common Shares") in the capital of SunOpta and the holders (together with the Company Shareholders, the "Voting Shareholders") of special shares (the "Special Shares" and, together with the Common Shares, the "Shares") in the capital of SunOpta. The Shareholder Meeting was held in connection with the arrangement agreement (the "Arrangement Agreement") dated February 6, 2026, among the Company, Pegasus BidCo B.V. ("Parent"), and 2786694 Alberta Ltd. ("Purchaser").

As of the close of business on March 10, 2026, the record date for the Shareholder Meeting, there were 118,372,041 Common Shares and 2,932,453 Special Shares issued and outstanding and entitled to vote. A total of 96,969,032 Shares, representing approximately 80% of the outstanding Shares entitled to vote at the Shareholder Meeting, were present virtually or represented by proxy, constituting a quorum.

Our scrutineer reported the vote of the Voting Shareholders as follows:

Proposal 1: The Arrangement Resolution: To consider, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated March 16, 2026,  and, if deemed advisable, to pass, with or without variation, a resolution (the "Arrangement Resolution"), approving a statutory arrangement (the "Arrangement") pursuant to Section 192 of the Canada Business Corporations Act upon the terms and conditions set out in the Arrangement Agreement, pursuant to which Purchaser will acquire all of the outstanding Common Shares of SunOpta.

The Arrangement Resolution was approved with the following votes:

Votes For

Votes Against

Abstentions

95,088,870

1,728,826

151,336

Proposal 2: The Executive Compensation Proposal: To approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the consummation of the Arrangement (the "Executive Compensation Proposal").

The Executive Compensation Proposal was approved with the following votes:

Votes For

Votes Against

Abstentions

79,953,814

16,874,482

140,736

ITEM 7.01. REGULATION FD DISCLOSURE

On April 17, 2026, the Company issued a press release related to the results of the Shareholder Meeting.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including but not limited to Exhibit 99.1 attached hereto, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated April 17, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)