Canopy Growth (NASDAQ: CGC) sets stricter rules for shareholder director nominations

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Canopy Growth Corporation has adopted a new Advance Notice By-Law, labeled By-Law No. 2, which was approved by its Board of Directors on May 26, 2026. This bylaw sets a formal process for shareholders to nominate directors at annual or special meetings.

The bylaw, which is already effective, must be submitted to shareholders for confirmation at the next annual general meeting expected in September 2026. It imposes clear deadlines, ownership thresholds and detailed disclosure requirements for any nominating shareholder, while allowing the Board to waive requirements at its discretion.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Board approval date: May 26, 2026 Expected AGM timing: September 2026 Bylaw identifier: By-Law No. 2

3 metrics

Board approval date May 26, 2026 Approval of By-Law No. 2 Advance Notice By-Law

Expected AGM timing September 2026 Next annual general meeting when shareholders consider the bylaw

Bylaw identifier By-Law No. 2 Advance Notice By-Law governing director nominations

Key Terms

Advance Notice By-Law, Canada Business Corporations Act, Nominating Shareholder, dissident’s proxy statement, +1 more

5 terms

Advance Notice By-Law financial

"The Board of Directors approved By-Law No. 2 Advance Notice By-Law"

An advance notice by-law is a rule a company adopts that requires shareholders to give written notice by a set deadline before nominating board candidates or putting proposals on the agenda for a shareholder meeting. It matters to investors because it creates an orderly timeline—like an RSVP and agenda deadline—so the company can verify and share information in advance, and it can influence the ease or difficulty of mounting surprises or proxy challenges.

Canada Business Corporations Act regulatory

"pursuant to Section 103 of the Canada Business Corporations Act"

A federal Canadian law that sets the rules for forming, running and dissolving corporations incorporated under federal jurisdiction. It covers basic things like how boards and shareholders make decisions, what records must be kept, and rules for mergers and share transfers. Investors care because it defines their legal rights, how companies are governed and how corporate actions (like takeovers or dividend changes) are approved—think of it as the rulebook that shapes how their ownership is protected and how value is created or changed.

Nominating Shareholder financial

"by a Nominating Shareholder who meets ownership and procedural requirements"

dissident’s proxy statement financial

"all the information that would be required to be disclosed in a dissident’s proxy statement"

ordinary resolution regulatory

"Shareholders may, by ordinary resolution, confirm, reject or amend the Advance Notice By-Law"

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 05/27/2026 - 04:16 PM

FAQ

What corporate change did Canopy Growth (CGC) disclose in this 8-K?

Canopy Growth adopted an Advance Notice By-Law, designated By-Law No. 2. It creates a formal framework governing how shareholders can nominate directors at annual or special meetings, emphasizing clear deadlines and detailed disclosure requirements for nominating shareholders and proposed nominees.

When did Canopy Growth’s board approve the new Advance Notice By-Law?

The Board of Canopy Growth approved the Advance Notice By-Law on May 26, 2026. The bylaw became effective immediately upon Board approval, though it still requires shareholder consideration at a future meeting under the Canada Business Corporations Act framework.

Will Canopy Growth (CGC) shareholders vote on the Advance Notice By-Law?

Yes. Under the Canada Business Corporations Act, the Board must submit the Advance Notice By-Law to shareholders at the next meeting. Shareholders may confirm, reject or amend it by ordinary resolution at the annual general meeting expected in September 2026.

What happens if Canopy Growth shareholders reject the Advance Notice By-Law?

If shareholders reject the Advance Notice By-Law, it will cease to be effective from the date of rejection. The Board cannot implement a bylaw with substantially the same purpose or effect again unless shareholders subsequently confirm that new bylaw.

How can Canopy Growth shareholders nominate directors under the new bylaw?

Director nominations can be made by the Board, by shareholders using a CBCA-compliant proposal or requisition, or by a qualifying Nominating Shareholder. The Nominating Shareholder must submit a detailed written notice with prescribed information within set deadlines.

Does the Advance Notice By-Law affect meeting adjournments at Canopy Growth?

The bylaw specifies that adjourning or postponing an annual or special shareholders’ meeting does not restart or extend the nomination notice period. Shareholders must meet the original deadlines even if the meeting date later shifts.

What disclosure is required from Nominating Shareholders at Canopy Growth?

A valid notice must provide extensive information on both the proposed nominee and the Nominating Shareholder. This includes all details required in a dissident’s proxy statement or similar filings for proxy solicitations under the CBCA and applicable securities laws.

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): May 26, 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 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	The Nasdaq Stock Market LLC

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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 26, 2026, the Board of Directors (the “Board”) of Canopy Growth Corporation (the “Company”) approved By-Law No. 2 Advance Notice By-Law (the “Advance Notice By-Law”), which is an amendment to its current bylaws. The Advance Notice By-Law became effective upon its approval by the Board. However, pursuant to Section 103 of the Canada Business Corporations Act (the “CBCA”), the Board must submit the Advance Notice By-Law to the shareholders of the Company (the “Shareholders”) at the next meeting of Shareholders (the “Shareholders Meeting”). At the Shareholders Meeting, Shareholders may, by ordinary resolution, confirm, reject or amend the Advance Notice By-Law. If the Advance Notice By-Law is confirmed or confirmed, as amended, by the Shareholders at the Shareholders Meeting, the Advance Notice By-Law will continue in effect in the form in which it was so confirmed. If the Advance Notice By-Law is rejected by Shareholders at the Shareholders Meeting, the Advance Notice By-Law will cease to be effective from the date of such rejection, and no subsequent resolution of the Board to make, amend or repeal a by-law of the Company having substantially the same purpose or effect may be effective until it is confirmed by the Shareholders. The Company expects to submit the Advance Notice By-Law to Shareholders at its next annual general meeting of Shareholders, which is expected to take place in September 2026.

The Advance Notice By-Law establishes a formal framework governing how Shareholders may nominate directors for election at annual or special meetings of Shareholders. Its purpose is to ensure an orderly, transparent nomination process by setting clear deadlines and detailed disclosure requirements. Subject to the CBCA, applicable securities laws and the articles of the Company, only individuals nominated in accordance with the Advance Notice By-Law are eligible for election at a meeting of Shareholders. Pursuant to the Advance Notice By-Law, nominations may be made (i) by the Board, (ii) by or at the direction or request of one or more Shareholders pursuant to a proposal made in accordance with the provisions of the CBCA, or a requisition of a Shareholders’ meeting by one or more of the Shareholders made in accordance with the provisions of the CBCA, or (ii) by a Nominating Shareholder (as such term is defined in the Advance Notice By-Law) who meets ownership and procedural requirements contained in the Advance Notice By-Law.

To nominate a nominee for director, a Nominating Shareholder must, among other things, deliver a written notice containing specified information, as prescribed in the Advance Notice By-Law, to the Secretary of the Company as follows:

in the case of an annual meeting of Shareholders, subject to limited exceptions, no later than the 90^th day before the first anniversary of the previous year’s annual meeting of Shareholders; provided, however, if the date of the annual meeting of Shareholders is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year’s annual meeting of Shareholders, notice by the Shareholder to be timely must be so received not later than the close of business on the later of the 90th day prior to such annual meeting of Shareholders or, if later than the 90^th day prior to such annual meeting of Shareholders, the 10^th day following the day on which public announcement of the date of such meeting of Shareholders is first made; and

in the case of a special meeting of Shareholders called to elect directors, no later than the later of the 90^th day prior to such special meeting of Shareholders or the 10^th day after the public announcement of the date of such special meeting of Shareholders.

Under the Advance Notice By-Law, adjournments or postponements of an annual or special meeting of Shareholders do not restart or extend the notice period referred to above.

A valid notice must include extensive information about both the proposed nominee and the Nominating Shareholder, including, among other things, all the information that would be required to be disclosed in a dissident’s proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the CBCA, the U.S. Securities Exchange Act of 1934, as amended, or any applicable securities laws.

Shareholders must update their notice after the record date for the applicable meeting of Shareholders and again shortly before the meeting of Shareholders to ensure all information remains accurate. The Board retains discretion to waive any requirement of the Advance Notice By-Law.

The foregoing description of the Advance Notice By-Law is qualified in its entirety by reference to the Advance Notice By-Law, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		By-Law No. 2 Advance Notice By-Law

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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/ Thomas Stewart
		Thomas Stewart Chief Financial Officer

Date: May 27, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents