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Canopy Growth’s 2025 DEF 14A outlines four voting items for the 26-Sep-2025 virtual AGM:
- Election of five directors (four incumbents plus new nominee Joe Bayern). Independent directors would remain 80% of the board; David Lazzarato continues as independent chair.
- Re-appointment of PKF O’Connor Davies LLP as auditor for FY 2026.
- A special resolution authorising a 5-for-1 to 15-for-1 reverse share split at the board’s discretion before 26-Sep-2026 to restore compliance with stock-exchange price requirements.
- Advisory “say-on-pay” approval of FY 2025 executive compensation.
Governance & policy highlights: the board refreshed seven key policies (Disclosure, Insider-Trading, Regulation FD, Anti-Bribery, Clawback, Code of Business Conduct, Disclosure Compliance) and offered four director-education sessions.
Compensation: New CEO Luc Mongeau’s package—C$975k salary, 100% STI target, 300% LTI mix (50% options/50% RSUs) plus a one-time 225k option/50k RSU sign-on grant—reflects a scaled structure versus former CEO David Klein, whose salary was cut to US$750k and whose outstanding equity will be forfeited on retirement (31-Aug-2025). FY 2025 NEO cash bonuses paid at 77.6% of target as only 17.6% of EBITDA and 29.3% of revenue targets were met.
Shareholder logistics: record date 1-Aug-2025; proxies due 24-Sep-2025. All participation and voting will be via live audio webcast.