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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 23, 2026
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 officers) |
(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 25, 2026, Canopy Growth Corporation (“Canopy
Growth”) convened and adjourned to, and reconvened on, October 23, 2026, its 2026 Annual General and Special Meeting of Shareholders
(the “Annual Meeting”). A total of 423,037,675 common shares of Canopy Growth (“Shares”) were entitled
to vote as of July 31, 2026, the record date for the Annual Meeting. There were 154,837,897 Shares represented at the Annual Meeting,
at which Canopy Growth’s shareholders were asked to vote on seven 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, 2026 (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 | |
| 78,059,502 | | |
| 11,499,873 | | |
| 65,278,522 | |
| Theresa Yanofsky | |
| 76,020,874 | | |
| 13,538,500 | | |
| 65,278,522 | |
| Luc Mongeau | |
| 79,871,589 | | |
| 9,687,785 | | |
| 65,278,522 | |
| Shan Atkins | |
| 79,773,303 | | |
| 9,786,072 | | |
| 65,278,522 | |
| Joseph Bayern | |
| 79,713,027 | | |
| 9,846,347 | | |
| 65,278,522 | |
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: MNP Appointment.
The proposal to appoint MNP LLP, Certified Public Accountants (“MNP”),
as Canopy Growth’s auditor and independent registered public accounting firm for the fiscal year ending March 31, 2027 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 |
| 130,265,593 | |
8,253,188 | |
— |
Based on the votes set forth above, Canopy Growth’s shareholders
approved the proposal to appoint MNP.
Proposal No. 3: Share Consolidation
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 25, 2027 (or the date that is 12 months immediately following the
date that any adjourned or postponed Meeting is reconvened or held, as the case may be), 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 |
| 121,567,723 | |
28,460,796 | |
4,809,378 | |
— |
Based on the votes set forth above, Canopy Growth’s shareholders
approved the Share Consolidation Resolution.
Proposal No. 4: Adoption of Advance Notice By-Law
The proposal to adopt an ordinary resolution to ratify and approve
By-Law No. 2 of Canopy Growth, which establishes advance notice and certain other requirements for shareholders of Canopy Growth to propose
director nominations for shareholder meetings of Canopy Growth (the “Advance Notice By-Law Resolution”), as set forth
in the Proxy Statement, received the following votes:
| Votes For | |
Votes Against | |
Abstain | |
Broker Non-Votes |
| 77,552,719 | |
8,117,831 | |
3,888,825 | |
65,278,522 |
Based on the votes set forth above, Canopy Growth’s shareholders
approved the Advance Notice By-Law Resolution.
Proposal No. 5: Renewal of Omnibus Incentive Plan
The proposal to adopt an ordinary resolution to approve all unallocated
entitlements under Canopy Growth’s Omnibus Incentive Plan (the “Renewal of Omnibus Incentive Plan Resolution”),
as set forth in the Proxy Statement, received the following votes:
| Votes For | |
Votes Against | |
Abstain | |
Broker Non-Votes |
| 73,600,900 | |
11,848,575 | |
4,109,898 | |
65,278,522 |
Based on the votes set forth above, Canopy Growth’s shareholders
approved the Renewal of Omnibus Incentive Plan Resolution.
Proposal No. 6: 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 |
| 72,046,152 | |
13,265,855 | |
4,247,368 | |
65,278,522 |
Based on the votes set forth above, Canopy Growth’s shareholders
approved, on an advisory basis, the compensation of the NEOs.
Proposal No. 7: Advisory, Non-Binding Vote on the Frequency
of Votes on the Compensation of the NEOs.
The advisory (non-binding) vote on the frequency of future advisory
(non-binding) votes on the compensation of the NEOs at either 1 year, 2 years or 3 years, as set forth in the Proxy Statement, received
the following votes:
| 1 Year | |
2 Years | |
3 Years | |
Abstain | |
Broker Non-Votes |
| 80,098,423 | |
1,726,567 | |
2,972,628 | |
4,761,755 | |
65,278,522 |
Shareholders indicated, on an advisory basis, that they preferred that
there be an advisory (non-binding) vote on the compensation of the NEOs every “1 Year”. In light of the recommendation of
the Board that future “say-on-pay” votes occur every “1 Year” and the results of the shareholder vote on Proposal
No. 7, Canopy Growth intends to continue to submit to its shareholders a non-binding advisory vote on the compensation of the NEOs at
every annual meeting of shareholders until the next required advisory vote on the frequency of shareholder votes on the compensation of
the NEOs, which is expected to occur in 2032.
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 23, 2026
