The Annual Meeting – Tuesday, November 21, 2023, at 11:00 a.m. EST.
Why am I receiving these materials?
In connection with its solicitation of proxies for use at our Annual
Meeting, our Board (i) has made these materials available to you via the Internet or, upon your request, via email, or (ii) upon your request, has delivered or will deliver printed versions of these materials to you by mail. Only stockholders
of record at the close of business on September 26, 2023 (the “Record Date”) will be entitled to vote at the Annual Meeting. On this record date, there were 723,282,580 shares of
common stock (the “Common Stock”) outstanding and entitled to vote. As a stockholder of record of our Common Stock at the close of business on the Record Date for our Annual Meeting,
you are invited to attend the virtual Annual Meeting, and are entitled to and requested to vote on the items of business described in this Proxy Statement.
Why is the meeting being held virtually this year?
As was the case with our 2022 Annual Meeting of Stockholders, we
believe that a virtual meeting will provide expanded stockholder access and participation, as well as improved communications. You will be able to join the Annual Meeting and vote and submit questions online during the Annual Meeting by
visiting ww.virtualshareholdermeeting.com/TLRY2023 and using the 16-digit control number included on the Important Notice of Internet Availability of Proxy Materials (Notice), on your proxy card, or on your vote instruction form provided by
your broker, bank or other nominee. Online check-in will be available at the virtual meeting site approximately 15 minutes prior to the beginning of the Annual Meeting.
Why did I receive a notice in the mail regarding the Internet
availability of proxy materials instead of a full set of printed proxy materials?
Pursuant to rules adopted by the Securities and Exchange Commission
(“SEC”), we are making this Proxy Statement for the Annual Meeting (the “Proxy Statement”) and our Annual Report for the
fiscal year ended May 31, 2023 (the “Annual Report,” and, together with this Proxy Statement, the “Proxy Materials”) available to stockholders electronically via the Internet. Stockholders will be able to access the Proxy Materials on the website referred to in the Notice or request to receive printed copies of
the Proxy Materials and a proxy card. Instructions on how to access the Proxy Materials via the Internet or to request a printed copy may be found in the Notice and in this Proxy Statement. We believe that this electronic process expedites your
receipt of the Proxy Materials and reduces the cost and environmental impact of printing Proxy Materials for our Annual Meeting.
On or about September 26, 2023, stockholders of record and beneficial
owners of our Common Stock at the close of business on the Record Date will be sent a Notice instructing them as to how to receive their Proxy Materials via the Internet. The Proxy Materials will be available on the Internet as of September 26,
How can I electronically access the Proxy Materials?
Beginning September 26, 2023, you can access the Proxy Materials and
vote your shares online at www.proxyvote.com. The Proxy Materials are also available on our own website (https:www.tilray.com).
How can I obtain a full set of printed Proxy Materials?
If you prefer to receive paper copies of the Proxy Materials and a
proxy card, you may still do so. You may request printed materials by (i) calling 800-579-1639; (ii) sending an email to email@example.com; or (iii) logging onto www.proxyvote.com using the
credentials provided on your Notice or proxy card.
How many shares are eligible to be voted and how many shares are
required to hold the Annual Meeting?
A quorum is required to hold the Annual Meeting and conduct business.
The presence at the Annual Meeting, in person or by proxy, of stockholders representing the holders of one-third of the voting power of the outstanding shares of stock entitled to vote at the Annual Meeting as of the close of business on the
Record Date, will constitute a quorum for purposes of holding and conducting business at the Annual Meeting. As of the Record Date, we had 723,282,580 shares of our Common Stock outstanding – each entitled to one vote at the Annual Meeting –
meaning that 241,070,084 shares of Common Stock must be represented in person or by proxy to have a quorum. Our Common Stock is our only outstanding class of voting securities. For purposes of determining whether a quorum exists, broker
non-votes and proxies received but marked “ABSTAIN” will be counted.