Canopy Growth Corp

The proposal asks shareholders to approve a special resolution authorizing a reverse split of all outstanding Shares and Exchangeable Shares at a Board-selected whole-number ratio between 1-for-5 and 1-for-15. The Board would be able to choose the ratio and implementation timing in its sole discretion for up to one year after the meeting. Fractional interests would be cancelled without cash compensation, and the Board could revoke the authorization before implementation. Management's principal stated objective is to provide a tool to restore compliance with Nasdaq's $1.00 minimum bid-price rule if the stock remains below that threshold. The filing reports a $0.97 closing price and 25 consecutive business days below $1.00 as of the proxy date, creating an immediate listing-compliance context. Management also argues that a higher nominal share price could improve institutional investor access, analyst coverage, trading liquidity, capital-raising prospects, and employee recruitment. The company cautions that the consolidation may not sustain the price increase, may reduce liquidity, may create odd lots, and could increase the percentage impact of future price declines. The action would proportionately reduce share counts and adjust conversion and exercise terms of outstanding securities without an intended change in aggregate economic value, apart from fractional-share treatment. The Board unanimously recommends approval, while retaining discretion not to proceed even if the resolution passes.

The proposal asks shareholders to ratify and approve the advance notice by-law adopted by the Board on May 26, 2026. The by-law creates a formal framework for shareholder nominations at annual and special meetings where directors are elected. It establishes advance deadlines generally tied to the anniversary of the prior annual meeting or, for special meetings, the later of 90 days before the meeting and 10 days after public announcement. Nomination notices must contain extensive information about the nominee, the nominating shareholder, ownership, economic interests, relationships, conflicts, and solicitation matters. The by-law also requires updates after the record date and shortly before the meeting, and it incorporates compliance with Rule 14a-19. It makes the procedures the exclusive means for bringing director nominations before a meeting, subject to statutory and securities-law rights, including Rule 14a-8 proposals. The Board retains discretion to waive any requirement, which provides flexibility but also leaves room for management judgment in applying the rules. The company says the measure promotes orderly, transparent nominations and gives shareholders and the company adequate time to evaluate candidates. Under the CBCA, the by-law was effective upon Board adoption but must be submitted to shareholders; rejection would terminate it from the rejection date. The Board unanimously recommends approval.

The proposal seeks approval of all unallocated options, RSUs, DSUs, share-based awards, and other entitlements remaining under Canopy Growth's Omnibus Incentive Plan. Approval would permit the company to continue granting awards under the plan until September 25, 2029, unless the plan is terminated earlier. The plan is a rolling, evergreen arrangement capped at 10% of issued and outstanding Shares, including certain awards under the prior plan. As of the proxy date, approximately 28.18 million awards were available for future grants, equal to about 6.7% of current outstanding Shares. The company states that TSX rules require shareholder approval every three years for unallocated entitlements under a plan without a fixed maximum number of securities. The plan supports recruitment, retention, incentive alignment, and shareholder-value objectives through options and share-based awards. It includes insider issuance limits, vesting provisions, change-in-control treatment, clawback-related protections, and shareholder approval requirements for specified amendments such as repricing or increasing share limits. If shareholders reject the proposal, outstanding awards are unaffected, but unallocated awards would be cancelled and no further grants could be made until approval is obtained. The Board unanimously recommends approval to preserve ongoing equity-compensation capacity.

The proposal asks shareholders to approve, on a non-binding advisory basis, the compensation paid to the named executive officers as disclosed in the proxy statement. The vote covers the Compensation Discussion and Analysis, compensation tables, and related narrative rather than a single individual award. Management presents the program as designed to attract, retain, and motivate leadership while aligning compensation with corporate strategy and shareholder interests. Fiscal 2026 pay included base salary, short-term incentives, and long-term equity awards consisting primarily of options and RSUs. The annual incentive payout was 110.4% of target, reflecting weak achievement on Adjusted EBITDA and revenue but strong performance on corporate objectives. The company emphasizes that a significant portion of executive compensation is variable, at risk, and tied to performance or share value. Governance features include three-year equity vesting, ownership guidelines, anti-hedging restrictions, clawback policies, and independent compensation-consultant support. The filing notes that approximately 82.1% of votes cast supported the prior year's say-on-pay proposal, and the CGCN Committee retained the overall approach while continuing to monitor feedback. Although the vote is not binding, the Board and committee state that they will consider the result in future compensation decisions. The Board unanimously recommends voting FOR.

The proposal asks shareholders to recommend how often future advisory votes on named executive officer compensation should occur. Shareholders may choose a frequency of one, two, or three years, or abstain. The vote is advisory and non-binding, and the option receiving the greatest number of votes cast will be treated as the shareholders' recommendation. The Board recommends an annual frequency. Management's rationale is that compensation disclosures are made every year, so annual voting would provide more direct and immediate feedback on the company's compensation decisions and disclosures. The Board also believes annual voting is compatible with long-term pay-for-performance alignment because it does not require compensation programs themselves to be short-term. The company expects to hold the next say-on-frequency vote in 2032 and every six years thereafter, as required by Section 14A. The filing states that the CGCN Committee and Board will take the outcome into account when making future compensation decisions. Abstentions and broker non-votes will have no effect on the result. The Board unanimously recommends the one-year option.