false 0001731348 0001731348 2024-11-21 2024-11-21

 

 

 

 

 

 

 

 

 

Registrant’s Telephone Number, Including Area Code: (844) 845-7291

 

(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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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 November 21, 2024, Tilray Brands, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present.

 

At the Annual Meeting, stockholders considered and voted on the following proposals, each of which is described in more detail in the Company’s proxy statement dated September 26, 2024 (the "Proxy Statement"): (1) the election of David Hopkinson and Thomas Looney as Class III directors to serve until each of their respective terms expire or until a successor is duly elected and qualified; (2) the ratification of the appointment of PricewaterhouseCoopers LLP ("PWC") as the Company's independent registered accounting firm for the current fiscal year; (3) the approval to increase the number of shares of common stock the Company is authorized to issue from 1,208,000,000 to 1,426,000,000 (the “Authorized Shares Proposal”); and (4) the approval of the amendments (the “Governance Changes Proposal”) to the Company’s Certificate of Incorporation, as amended, to declassify the Company’s Board of Directors and eliminate provisions that allow stockholders to remove directors only for cause.

 

The first and second proposals to re-elect Class III directors and ratify the appointment of PWC were formally approved by the vote of the Company’s stockholders at the Annual Meeting, as detailed in the voting results outlined below. 

 

Solely with respect to the third proposal, the Company adjourned the Annual Meeting as to the Authorized Shares Proposal in order to permit the Delaware Court of Chancery to issue its decision on previously disclosed pending litigation regarding the Company’s voting standard for this proposal. This pending litigation was previously disclosed in the Company Current Report on Form 8-K filed with the U.S. Securities and Exchange on November 6, 2024. This adjourned portion of the Annual Meeting will be held at 11:00 am EST on December 19, 2024, and will be held virtually online at www.virtualshareholdermeeting.com/TLRY2024. 

 

The fourth proposal did not receive sufficient votes to approve the Governance Changes Proposal.

 

Proposal No. 1 – Election of Class III Directors:

 

 

Effective November 21, 2024, the term of service ended for Jodi Butts as a Class III director of the Company.

 

 

Proposal No. 2 – Ratification of Selection of Independent Registered Public Accounting Firm:

 

 

 

Proposal No. 3 – Approval of the Authorized Shares Proposal:

 

 

 

 

 

Proposal No. 4 – Approval of the Governance Changes Proposal:

 

 

 

 

 

 

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 thereunto duly authorized.

 

Date: November 21, 2024                                                                                     

By: /s/ Mitchell Gendel

Name: Mitchell Gendel

Title: Global General Counsel