Canopy Growth Corp

1. 1

   Director Election Proposal

   ManagementBoard: FOR

   Election of five director nominees (David Lazzarato, Theresa Yanofsky, Luc Mongeau, Shan Atkins, Joseph Bayern) to the Board, each to hold office until the next annual meeting or until a successor is elected.

2. 2

   MNP Appointment Proposal

   ManagementBoard: FOR

   Appointment of MNP LLP as the Company’s auditor and independent registered public accounting firm for the fiscal year ending March 31, 2027 and authorization for the Board or committee to fix their remuneration.

3. 3

   Share Consolidation Proposal

   ManagementBoard: FOR

   Special resolution authorizing the Board to consolidate issued and outstanding common shares and exchangeable shares at a ratio within one-for-five to one-for-fifteen (Board to set exact whole-number ratio) and to cancel fractional shares for no consideration, effective within 12 months if implemented.

   More detail

   This special resolution asks shareholders to give the Board authority to implement a share consolidation (reverse split) within a broad range (one-for-five to one-for-fifteen) at any time within 12 months if the Board decides it is in the Company’s best interests. Management seeks this flexibility primarily to address Nasdaq’s Minimum Bid Price Rule (a $1.00 minimum share price), because the Company’s share price has been below $1.00 and could trigger a deficiency notice and potential delisting if not remedied. The Board frames the consolidation as a tool to raise the per‑share market price and thereby improve attractiveness to institutional investors, reduce volatility, and support employee and service-provider perceptions, although it explicitly disclaims any guarantee of effect. The proposal preserves shareholder economic interest in percentage terms (aside from the treatment of fractional shares, which are cancelled for no consideration) but will proportionately reduce the number of shares outstanding and adjust the exercise/conversion prices of convertible securities accordingly. The filing explains the Board will not implement the consolidation if it would jeopardize listings on the TSX or Nasdaq, and that implementing the consolidation remains within the Board’s discretion even if the Company is still compliant with Nasdaq thresholds. The resolution is structured to allow the Board to pick a whole-number ratio within the defined range at the time of implementation based on market conditions, giving management operational flexibility. Shareholders should weigh the benefits (avoiding Nasdaq delisting, potential broader investor interest, improved perception) against the risks (no assurance of lasting price improvement, reduced liquidity, creation of odd‑lots and potential adverse tax or market-cap effects). From a governance perspective, the authorization is a routine corporate housekeeping power but one with meaningful market and shareholder‑level consequences if exercised; the Board recommends approval to preserve strategic options and compliance capacity.

4. 4

   Advance Notice By-Law Proposal

   ManagementBoard: FOR

   Ordinary resolution to ratify and approve By-Law No. 2 (Advance Notice By-Law), establishing formal advance-notice procedures and disclosure requirements for shareholders to nominate director candidates for annual or special meetings.

   More detail

   This ordinary resolution seeks shareholder ratification of a Board‑adopted Advance Notice By‑Law that prescribes the windows, content and process for shareholder nominations of director candidates. The by‑law requires nominators to deliver detailed written notice within defined timing windows (typically at least 90 days before the anniversary of the prior year’s meeting, with special provisions for early or delayed meetings and increases in the number of directors), and to provide substantial background and disclosure about both the nominating shareholder and the Proposed Nominee (information equivalent to that required in dissident proxy materials). Management describes the by‑law as promoting an orderly, transparent nomination process and enabling the Company and shareholders to evaluate nominee qualifications and potential conflicts, while retaining the Board’s discretion to waive requirements in extraordinary circumstances. The by‑law does not prevent shareholders from submitting proposals under CBCA or SEC Rule 14a‑8 and includes mechanisms for timely updating of notices; it also provides that if shareholders reject the by‑law at the meeting it will cease to be effective. For investors, the by‑law increases predictability and gives the Company time to assess nominees, but it raises considerations around access and procedural burdens for activist or dissident nominations; the Board argues the framework balances shareholder rights with orderly corporate governance. Given that Section 103 of the CBCA requires shareholder confirmation after Board adoption, management recommends approval to finalize and codify these procedures.

5. 5

   Renewal of Omnibus Incentive Plan Proposal

   ManagementBoard: FOR

   Ordinary resolution approving all unallocated entitlements under the Company’s Omnibus Incentive Plan and authorizing the grant of awards under the plan for the next three years (until September 25, 2029).

   More detail

   This ordinary resolution asks shareholders to approve the unallocated portion of the Omnibus Incentive Plan so that the Company can continue granting equity awards (options, RSUs, DSUs and other share-based awards) under the plan for a three‑year period. Management presents the renewal as necessary under TSX rules (Section 613) because the Omnibus Incentive Plan is a rolling/evergreen plan without a fixed maximum, and TSX requires shareholder approval of unallocated entitlements every three years. The Company argues the plan is central to its ability to attract, retain and motivate employees and executives and to align management and employee interests with long‑term shareholder value through time‑vested and performance‑based equity. The proxy discloses the current size of the plan, outstanding awards, and the number of shares available for future grants and explains limits on insider participation and anti‑dilution protections; the plan contains standard governance features (clawbacks, anti-hedging, vesting and change-in-control provisions). Investors should consider dilution potential, burn‑rate history and governance protections versus the retention and alignment benefits; management emphasizes that if shareholders do not approve the renewal, the Company must cancel unallocated entitlements and will be unable to grant awards until re‑approval, which could impair talent management. The Board recommends approval to maintain the Company’s compensation flexibility and ensure compliance with exchange rules.

6. 6

   Say-On-Pay Proposal

   ManagementBoard: FOR

   Advisory (non-binding) resolution to approve, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (the Compensation Discussion and Analysis and related tables).

   More detail

   This non‑binding advisory proposal asks shareholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy materials. Management frames the say‑on‑pay as a mechanism to confirm alignment between pay programs (base salary, STIP, LTIP mix, retention payouts, and benefits) and company performance and shareholder interests. The proxy details Fiscal 2026 target pay, actual STIP outcomes (110.4% of target), long‑term equity grants (options and RSUs), and retention or one‑time awards; it also explains the role of the CGCN Committee and its independent compensation consultant, Mercer, in setting pay. The vote is advisory, but the Board and CGCN Committee commit to considering outcomes when establishing future compensation policies and decisions — management notes prior say‑on‑pay support (approximately 82.1% in 2025) and points to elements like clawbacks, ownership guidelines and risk‑mitigating plan design. Investors should evaluate the pay‑for‑performance linkage, the transparency of metrics (Adjusted EBITDA, revenue, corporate objectives), and governance safeguards; the Board recommends a “FOR” vote to endorse current compensation practices while remaining responsive to shareholder feedback.

7. 7

   Say-On-Frequency Proposal

   ManagementBoard: FOR

   Advisory (non-binding) vote to indicate shareholder preference for the frequency of future advisory say‑on‑pay votes (options: 1 year, 2 years or 3 years); Board recommends every year (1 year).

   More detail

   This advisory proposal asks shareholders to indicate whether they prefer an advisory say‑on‑pay vote every one, two, or three years; the Board recommends a one‑year frequency. Management argues that because compensation disclosures are updated annually, an annual vote provides more timely and direct shareholder feedback and better supports alignment and responsiveness. The vote is non‑binding, but the Board and CGCN Committee will consider the outcome when setting future practices. For investors, the key consideration is whether more frequent advisory votes yield meaningful governance benefits versus potential administrative burdens or short‑termism incentives; management emphasizes its commitment to consider shareholder preference while retaining discretion. Holding the vote every year would allow shareholders to respond annually to any changes in pay design or outcomes; selecting a longer cadence would reduce the frequency of formal feedback. The Board recommends the 1‑year option to enable consistent, timely engagement on executive pay disclosure and decisions.

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When is the Canopy Growth Corp 2026 annual meeting?

Canopy Growth Corp (CGC) holds its 2026 annual shareholder meeting on Friday, September 25, 2026.

What is the record date for the Canopy Growth Corp 2026 meeting?

The record date for the Canopy Growth Corp 2026 meeting is Friday, July 31, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Canopy Growth Corp's 2026 meeting?

The board is presenting 5 director nominees at the Canopy Growth Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Canopy Growth Corp 2026 meeting?

Shareholders will vote on 7 proposals at the Canopy Growth Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.