Canopy Growth Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 24, 2024, Canopy Growth Corporation (“Canopy Growth”) held its 2024 Annual General Meeting of Shareholders (the “Annual Meeting”). A total of 84,856,023 common shares were entitled to vote as of July 31, 2024, the record date for the Annual Meeting. There were 29,264,110 common shares represented at the Annual Meeting, at which Canopy Growth’s shareholders were asked to vote on three 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 1, 2024 (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 Klein | 9,745,593 | 1,403,191 | 18,115,326 | |||||||||
| Willy Kruh | 9,948,323 | 1,200,462 | 18,115,326 | |||||||||
| David Lazzarato | 9,738,205 | 1,410,480 | 18,115,326 | |||||||||
| Luc Mongeau | 9,909,034 | 1,239,161 | 18,115,326 | |||||||||
| Theresa Yanofsky | 9,728,713 | 1,420,071 | 18,115,326 | |||||||||
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: PKFOD Appointment.
The proposal to appoint PKF O’Connor Davies, LLP, Certified Public Accountants (“PKFOD”), as Canopy Growth’s auditor and independent registered public accounting firm for the fiscal year ending March 31, 2025 and to authorize the board of directors of Canopy Growth or any responsible committee thereof to fix their remuneration received the following votes:
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||
| 27,986,678 | 1,277,432 | — | ||||||||
Based on the votes set forth above, Canopy Growth’s shareholders approved the proposal to appoint PKFOD.
Proposal No. 3: 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 | |||||||||||
| 8,858,257 | 2,030,877 | 259,640 | 18,115,326 | |||||||||||
Based on the votes set forth above, Canopy Growth’s shareholders approved, on an advisory basis, the compensation of the NEOs.
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/ Judy Hong | |
| Judy Hong | ||
| Chief Financial Officer | ||
Date: September 25, 2024