Tilray Brands Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect David Clanachan, Renah Persofsky and Irwin D. Simon as Class II directors for three-year terms expiring at the 2029 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2027.

3. 3

   Governance Proposal

   ManagementBoard: FOR

   Approve amendments to the Fifth Amended and Restated Certificate of Incorporation to eliminate the classified Board and provide for annual director elections, and to eliminate the provision requiring directors to be removed only for cause.

   More detail

   The Governance Proposal asks stockholders to amend the Charter in two related respects. First, it would eliminate the classified Board and require all directors to stand for election annually beginning with the 2027 annual meeting. Second, it would replace the existing supermajority, for-cause removal provision with a rule allowing stockholders holding a majority of the voting power to remove an individual director or the entire Board with or without cause. The amendment would become effective when the Company files a Certificate of Amendment with the Delaware Secretary of State after approval. Management is seeking approval after the same amendments failed to obtain the required 66 2/3% vote at the 2023, 2024 and 2025 annual meetings. The Board acknowledges that classified boards can promote continuity, long-term focus and protection against certain takeover tactics, but concludes that annual elections better promote accountability and reflect prevailing investor preferences. The Board also views declassification as alignment with corporate-governance best practice and the removal change as necessary to conform the Charter with Delaware law for an unclassified board. Approval requires affirmative votes from holders of at least 66 2/3% of outstanding shares entitled to vote in director elections, with abstentions and broker non-votes effectively counting against the proposal because they remain in the denominator. The Board unanimously recommends a vote FOR the proposal.

4. 4

   Other Business

   ManagementBoard: FOR

   Consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement.

   More detail

   The fourth listed matter is a customary authorization covering any other business that may properly come before the Annual Meeting or an adjournment or postponement. The Company states that it currently knows of no other matters intended to be presented. If another matter is properly brought before the meeting, the persons named as proxies may vote the shares represented by their proxies according to their best judgment. This authority can include matters associated with postponing or adjourning the meeting, as described elsewhere in the proxy materials. It is not a substantive management initiative with a separate policy objective. The provision is intended to preserve proxy voting flexibility if an unforeseen but properly presented matter arises. Stockholders can still attend the virtual meeting and vote directly, subject to the stated control-number procedures. The Board’s general solicitation materials recommend voting in accordance with the Board’s judgment on properly presented matters, although no separate contested recommendation is given. Because no specific additional matter is identified, the practical significance of this item is limited to procedural proxy authority.

Upcoming shareholder meetings at Tilray Brands Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Tilray Brands Inc 2026 annual meeting?

Tilray Brands Inc (TLRY) holds its 2026 annual shareholder meeting on Wednesday, November 18, 2026.

What is the record date for the Tilray Brands Inc 2026 meeting?

The record date for the Tilray Brands Inc 2026 meeting is Thursday, September 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Tilray Brands Inc's 2026 meeting?

The board is presenting 3 director nominees at the Tilray Brands Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Tilray Brands Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Tilray Brands Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.