Canopy Growth Announces 2026 Annual Meeting Proxy Materials, Urges Shareholders to Vote

Canopy Growth Distributes 2026 Annual Meeting Materials and Urges Shareholders to Vote Ahead of September 25 Meeting

Canopy Growth Corporation, a global company focused on the cannabis sector, has announced that it has mailed, or mailed notices regarding the availability of, its proxy statement and fiscal 2026 annual report to shareholders ahead of its upcoming Annual General and Special Meeting of shareholders.

The meeting is scheduled for Friday, September 25, 2026, at 1:00 p.m. ET and will be conducted virtually through a live audio webcast. Shareholders will have the opportunity to participate in the meeting and vote on several matters involving Canopy Growth’s board, corporate governance, executive compensation, incentive arrangements and potential share consolidation.

The distribution of the meeting materials represents an important step in Canopy Growth’s annual shareholder engagement process. The company is encouraging eligible shareholders to review the proxy materials and submit their votes in advance of the meeting, even if they intend to attend the virtual meeting.

The company has emphasized that shareholder participation is particularly important because Nasdaq listing requirements require a quorum of 33 1/3% of the outstanding shares entitled to vote to be present, either in person through the virtual meeting or by proxy. If the required quorum is not achieved, the meeting would need to be adjourned, potentially resulting in additional costs and administrative requirements for the company.

Shareholders Encouraged to Vote

Canopy Growth stated that shareholders of record as of July 31, 2026, are eligible to vote on the matters presented at the meeting.

Because Canopy Growth has a broad shareholder base, achieving the required quorum depends on sufficient participation from investors. The company is therefore asking shareholders to complete the voting process as soon as possible.

Voting in advance is available through several methods depending on how shareholders hold their shares. Investors who receive proxy or voting instruction materials from Broadridge Financial Solutions can use the control number provided with those materials to cast their votes online, by telephone or by mail.

Shareholders who plan to attend the virtual meeting can still vote in advance, allowing the company to establish the required quorum and reduce the risk of the meeting being delayed because of insufficient participation.

The company has made its proxy materials available through its regulatory filings and investor resources, giving shareholders access to information regarding each proposal before casting their votes.

Seven Items on the Meeting Agenda

Canopy Growth’s board of directors has outlined seven principal items for shareholder consideration. The Board recommends that shareholders vote FOR Items 1 through 6 and recommends that shareholders select every one year for Item 7.

The proposals cover several areas of corporate governance and shareholder oversight.

1. Election of the Board of Directors

The first proposal involves the election of Canopy Growth’s board of directors. Shareholders will have the opportunity to vote on the individuals nominated to serve on the company’s Board.

The Board plays a central role in overseeing the company’s corporate strategy, management, financial performance, risk management and long-term direction. Shareholder approval of directors is therefore an important component of the company’s annual governance process.

Canopy Growth’s Board is recommending that shareholders vote in favor of the proposed nominees.

2. Appointment of MNP LLP as Auditor

The second proposal concerns the appointment of MNP LLP as Canopy Growth’s auditor and independent registered public accounting firm.

Shareholders are being asked to approve the appointment and authorize the Board, or an appropriate committee of the Board, to determine the auditor’s remuneration.

The independent auditor plays an important role in reviewing the company’s financial reporting and providing assurance regarding its financial statements. Approval of the auditor is therefore a standard but significant component of the annual shareholder meeting.

The Board is recommending that shareholders vote FOR this proposal.

3. Share Consolidation Proposal

One of the more significant proposals involves a potential share consolidation, also known as a reverse stock split.

Canopy Growth shareholders approved a similar proposal in 2025, but the company ultimately did not need to implement the authorization. Under the current proposal, if shareholders approve the measure, implementation would remain at the discretion of the Board.

This means that shareholder approval would provide the company with the authority to carry out a share consolidation if the Board determines that such an action is appropriate, but approval would not necessarily mean that a consolidation would immediately occur.

The company has indicated that the Board may again decide not to implement the proposal if circumstances do not warrant it.

4. Advance Notice By-Law Proposal

The fourth item relates to an advance notice by-law proposal.

Advance notice provisions are generally designed to establish procedures and deadlines for shareholders who wish to nominate individuals for election to a company’s board outside of the nomination process initiated by the existing Board.

Such provisions can help provide shareholders and companies with sufficient time to evaluate proposed nominations and prepare for shareholder meetings. The proposal forms part of Canopy Growth’s broader corporate governance framework.

The Board recommends that shareholders vote FOR the proposal.

5. Omnibus Incentive Plan

The fifth proposal asks shareholders to approve all unallocated entitlements under Canopy Growth’s omnibus incentive plan.

Equity incentive plans can be used by companies to attract, retain and motivate employees, executives and other eligible participants by providing compensation linked to the company’s share performance.

Approval of unallocated entitlements would allow Canopy Growth to continue utilizing the remaining capacity under its incentive plan, subject to the terms and conditions described in the company’s proxy materials.

The Board is recommending a FOR vote on this proposal.

6. Advisory Vote on Executive Compensation

The sixth item is an advisory, non-binding vote concerning the compensation of Canopy Growth’s named executive officers.

Shareholders will have the opportunity to express their views regarding the company’s executive compensation practices. Although the vote is advisory and does not legally bind the Board, it provides shareholders with a mechanism to communicate their perspective on how senior executives are compensated.

Executive compensation can include salary, bonuses, equity awards and other benefits. Companies commonly use advisory compensation votes to promote shareholder engagement and provide feedback to directors regarding compensation policies.

Canopy Growth’s Board recommends that shareholders vote FOR the executive compensation proposal.

7. Frequency of Future Executive Compensation Votes

The final item asks shareholders to provide an advisory, non-binding vote regarding how frequently they would like the company to hold future advisory votes on executive compensation.

Shareholders can select a frequency of every one year, every two years or every three years.

The Board recommends that shareholders select every one year, meaning the company would conduct an advisory vote on executive compensation annually.

Annual votes can provide shareholders with a more frequent opportunity to communicate their views about executive compensation practices and allow the Board to receive regular feedback from investors.

Multiple Voting Options Available

Canopy Growth has outlined several ways for eligible shareholders to cast their votes.

For most shareholders, voting will be facilitated by Broadridge Financial Solutions. Eligible shareholders will receive, or have access to, a form of proxy or voting instruction form containing a 16-digit control number.

Shareholders can vote online through the designated proxy voting platform, submit their vote by telephone or return their completed voting materials by mail using the prepaid envelope provided with the applicable form.

Shareholders can also vote through other platforms depending on their brokerage relationship.

Investors holding Canopy Growth shares through Interactive Brokers LLC can vote online using the control number provided to them. Eligible clients of Robinhood Securities, LLC will receive voting instructions by email, with voting and meeting materials made available through the platform’s designated voting service.

In addition, many shareholders may be eligible to vote by telephone through Canopy Growth’s proxy solicitation agent, Sodali & Co.

The company has encouraged investors who are uncertain about the voting process to review their proxy materials and follow the instructions provided with their voting documents.

Importance of Shareholder Participation

Canopy Growth’s emphasis on voting participation reflects the importance of achieving the quorum required for the September meeting.

A sufficient number of shareholders must participate either directly through the virtual meeting or by submitting valid proxies for the meeting to proceed as scheduled. Failure to reach the quorum could require an adjournment and create additional expenses for the company.

The company is therefore encouraging shareholders to submit their votes before the meeting date rather than waiting until the virtual meeting begins.

Investors should carefully review the company’s proxy statement and annual report before making their voting decisions. These materials provide additional information about the proposals, director nominees, executive compensation and other matters scheduled for consideration.

Meeting Materials Available to Shareholders

Canopy Growth has filed its meeting materials through the applicable Canadian and U.S. securities reporting systems. Shareholders can review the company’s proxy statement and related information through its regulatory filings.

The fiscal 2026 annual report is also available through Canopy Growth’s investor resources.

The virtual Annual General and Special Meeting will take place on September 25, 2026, at 1:00 p.m. ET, giving shareholders the opportunity to participate remotely through the designated webcast platform.

With the meeting materials now distributed, Canopy Growth is moving into the final stage of its 2026 shareholder meeting process. The company is asking investors to review the proposals, consider the Board’s recommendations and submit their votes ahead of the meeting.

The meeting will address key matters concerning Canopy Growth’s board composition, independent auditor, potential share consolidation, corporate governance, employee incentive arrangements and executive compensation. While several of the proposals are routine annual governance matters, the share consolidation authorization and executive compensation votes provide shareholders with additional opportunities to influence the company’s governance and strategic framework.

Ultimately, strong shareholder participation will be essential to ensuring the meeting can proceed as scheduled and that the company can receive investor input on the matters before it. Canopy Growth has therefore urged eligible shareholders to vote as soon as possible and participate in the 2026 Annual General and Special Meeting.

About Canopy Growth

Canopy Growth is a leading global company committed to bettering lives through cannabis. With a focus on cultivation excellence, quality, trust, innovation and disciplined execution, Canopy Growth is a consumer-centric company serving patients, consumers and partners alike.

The Company’s portfolio of owned and licensed brands, including Tweed, 7ACRES, DOJA, Deep Space, DeeLish, Claybourne, MTL Cannabis, Low Key by MTL and R’belle, as well as category-defining Storz & Bickel, delivers innovative cannabis products to consumers across Canada and beyond. It is also Canada’s leading provider of medical cannabis services through Spectrum Therapeutics, Abba Medix, Apollo, and Canada House Clinics.

The Company also holds an unconsolidated, non-controlling interest in Canopy USA, LLC, which provides exposure to the U.S. THC market.

Guided by its commitment to leadership, excellence, trust and innovation, Canopy Growth is working to shape a future where the plant is trusted for its ability to better lives.

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