Item 5.07. Submission of Matters to a Vote of Security Holders.

Cronos Group Inc. (the "Company") held its 2020 Annual and Special Meeting of Shareholders on June 25, 2020 (the "Meeting"). The proposals voted upon at the Meeting and the final results of the shareholder vote on each proposal are set forth below. Each of the proposals is summarized in greater detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2020.

(1)Election of directors.



NAME OF DIRECTOR:         FOR:      WITHHELD:   BROKER NON-VOTES:
Michael Gorenstein    189,608,226    5,516,383           25
Jason Adler           193,354,556    1,770,053           25
Jody Begley           193,856,442    1,268,167           25
Bronwen Evans         194,087,328    1,037,281           25
Murray Garnick        193,889,048    1,235,561           25
Heather Newman        193,842,513    1,282,096           25
James Rudyk           193,366,045    1,758,564           25

(2)Adoption of an advisory (non-binding) resolution approving the compensation of the Company's named executive officers.



FOR:           AGAINST:    ABSTAINED:     BROKER NON-VOTES:
 191,039,290    3,268,552     816,763              29

(3)Adoption of an advisory (non-binding) resolution approving the frequency of future "say on pay" votes.



1 YEAR:       2 YEARS:    3 YEARS:    ABSTAINED:     BROKER NON-VOTES:
 193,325,733    704,312     473,430      620,943             216

(4)Adoption of an ordinary resolution approving the Company's 2020 Omnibus Equity Incentive Plan.



FOR:           AGAINST:    ABSTAINED:     BROKER NON-VOTES:
 191,784,056    2,713,907     626,645              26





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(5)Adoption of a special resolution authorizing the Company to make an application for the continuance of the Company from the laws of the Province of Ontario to the laws of the Province of British Columbia and approving the notice of articles and articles of the continued company.



FOR:           AGAINST:    ABSTAINED:     BROKER NON-VOTES:
 188,564,156    6,142,073     418,379              26

(6)Appointment of KPMG LLC to serve as the independent registered public accounting form for fiscal year ending December 31, 2020 and authorization of the Board of Directors of the Company to fix KPMG LLP's remuneration.



FOR:           WITHHELD:   BROKER NON-VOTES:
 194,619,894     504,713            27

A copy of the press release dated June 25, 2020 regarding the results of the Meeting is filed as Exhibit 99.1 to and is incorporated by reference in this Current Report on Form 8-K.




Item 9.01. Financial Statements and Exhibits.
(d)  Exhibits.

Exhibit No.                                   Description
99.1                Press release of Cronos Group Inc., dated June 25, 2020    .

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