[8-K] Canopy Growth Corp Reports Material Event

Rhea-AI Filing Summary

Canopy Growth Corporation reported the final voting results from its 2025 Annual General and Special Meeting. Shareholders approved a share consolidation authorization, allowing the Board to set a consolidation ratio between 1-for-5 and 1-for-15 for common and exchangeable shares at any time prior to September 26, 2026. A total of 79,971,625 shares were represented out of 239,849,225 entitled to vote.

All five director nominees were elected. Shareholders approved the appointment of PKF O’Connor Davies, LLP as auditor for the fiscal year ending March 31, 2026. The advisory vote on executive compensation also passed.

Key tallies: the share consolidation resolution received 62,742,664 votes for, 16,557,315 against, and 671,647 abstentions; the auditor appointment received 75,518,055 votes for and 4,453,570 withheld.

false 0001737927 Canopy Growth Corp 00-0000000 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