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0001737927
Canopy Growth Corp
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0001737927
2025-10-10
2025-10-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 10, 2025
Canopy Growth Corporation
(Exact name of registrant as specified in its
charter)
| Canada |
|
001-38496 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1 Hershey Drive
Smiths Falls, Ontario |
K7A
0A8 |
| (Address of principal executive offices) |
(Zip Code) |
(855) 558-9333
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common
Shares, no par value |
|
CGC |
|
Nasdaq
Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On September 26, 2025, Canopy Growth Corporation (“Canopy
Growth”) convened and adjourned to, and reconvened on, October 10, 2025, its 2025 Annual General and Special Meeting of
Shareholders (the “Annual Meeting”). A total of 239,849,225 common shares of Canopy Growth (“Shares”) were
entitled to vote as of August 1, 2025, the record date for the Annual Meeting. There were 79,971,625 Shares represented at the Annual
Meeting, at which Canopy Growth’s shareholders were asked to vote on four proposals, each of which is described in more detail in
Canopy Growth’s definitive proxy statement for the Annual Meeting filed with
the Securities and Exchange Commission on August 7, 2025 (the “Proxy Statement”). Set forth below are the
matters acted upon by Canopy Growth’s shareholders, and the final voting results of each such proposal.
Proposal No. 1: Election of Director Nominees.
Votes regarding the election of the five director nominees were as
follows:
| Director Name | |
Votes For | | |
Votes Against | | |
Broker Non-Votes | |
| David Lazzarato | |
35,477,544 | | |
3,160,608 | | |
41,333,472 | |
| Theresa Yanofsky | |
35,122,647 | | |
3,515,504 | | |
41,333,472 | |
| Luc Mongeau | |
35,745,175 | | |
2,892,976 | | |
41,333,472 | |
| Shan Atkins | |
35,631,069 | | |
3,007,082 | | |
41,333,472 | |
| Joe Bayern | |
35,899,799 | | |
2,738,353 | | |
41,333,472 | |
Based on the votes set forth above, Canopy Growth’s shareholders
elected each of the five nominees set forth above to serve as a director of Canopy Growth until the next annual general meeting of shareholders
or until his or her successor is duly elected or appointed.
Proposal No. 2: PKFOD Appointment.
The proposal to appoint PKF O’Connor Davies, LLP, Certified Public
Accountants (“PKFOD”), as Canopy Growth’s auditor and independent registered public accounting firm for the fiscal
year ending March 31, 2026 and to authorize the board of directors of Canopy Growth (the “Board”) or any responsible
committee thereof to fix their remuneration received the following votes:
| Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
| | 75,518,055 | | |
4,453,570 | | |
— | |
Based on the votes set forth above, Canopy Growth’s shareholders
approved the proposal to appoint PKFOD.
Proposal No. 3: Share Consolidation Proposal
The proposal to adopt a special resolution approving an amendment to
Canopy Growth’s articles to, among other things, to provide that the authorized capital of Canopy Growth be altered by consolidating
all of the issued and outstanding Shares and Canopy Growth exchangeable shares (the “Exchangeable Shares”) on the basis
of a ratio to be determined by the Board, in its sole discretion, within a range of one post-consolidation share for every five to fifteen
outstanding pre-consolidation shares, at anytime prior to September 26, 2026, with the exact ratio to be set at a whole number within
this range by the Board in its sole discretion and applicable for both the Shares and Exchangeable Shares (the “Share Consolidation
Resolution”), as further described in the Proxy Statement, received the following votes:
| Votes For | | |
Votes Against | | |
Abstain | | |
Broker Non-Votes | |
| 62,742,664 | | |
16,557,315 | | |
671,647 | | |
— | |
Based on the votes set forth above, Canopy Growth’s shareholders
approved the Share Consolidation Resolution.
Proposal No. 4: Advisory, Non-Binding Vote on Compensation
of Canopy Growth’s Named Executive Officers.
The advisory (non-binding) vote on the compensation of Canopy Growth’s
named executive officers (the “NEOs”), as set forth in the Proxy Statement, received the following votes:
| Votes For | | |
Votes Against | | |
Abstain | | |
Broker Non-Votes | |
| 31,703,479 | | |
5,776,826 | | |
1,157,744 | | |
41,333,472 | |
Based on the votes set forth above, Canopy Growth’s shareholders
approved, on an advisory basis, the compensation of the NEOs.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
CANOPY GROWTH CORPORATION |
| |
|
|
|
By: |
/s/ Tom Stewart |
| |
|
Tom Stewart |
| |
|
Chief Financial Officer |
Date: October 14, 2025
