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): September 25, 2023

 

 

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		NASDAQ Global Select Market

 

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 25, 2023, Canopy Growth Corporation (“Canopy Growth”) held its 2023 Annual General and Special Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, Canopy Growth’s shareholders passed an ordinary resolution to approve the adoption of Canopy Growth’s new Omnibus Equity Incentive Plan (the “EIP”).

 

A more detailed description regarding the EIP is set forth in Canopy Growth’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on August 9, 2023 (the “Proxy Statement”) in the section entitled “PROPOSAL NO. 3 – NEW EQUITY INCENTIVE PLAN PROPOSAL”, which is incorporated herein by reference. The description of the EIP is qualified in its entirety by reference to the EIP, which is attached to the Proxy Statement as Appendix C and is incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

A total of 717,196,302 common shares were entitled to vote as of August 3, 2023, the record date for the Annual Meeting. There were 350,593,653 common shares represented at the Annual Meeting, at which Canopy Growth’s shareholders were asked to vote on six proposals, each of which is described in more detail in 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 seven director nominees were as follows:

 

Director Name		Votes For				Votes Against				Broker Non- Votes
Judy A. Schmeling			224,726,712				10,771,157				115,095,784
David Klein			225,829,237				9,668,633				115,095,784
Garth Hankinson			226,617,190				8,880,679				115,095,784
Robert L. Hanson			220,966,406				14,531,464				115,095,784
David Lazzarato			222,421,298				13,076,571				115,095,784
James A. Sabia			224,624,301				10,873,569				115,095,784
Theresa Yanofsky			222,643,951				12,853,918				115,095,784

 

Based on the votes set forth above, Canopy Growth’s shareholders elected each of the seven 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, 2024 and to authorize the Board to fix their remuneration received the following votes:

 

Votes For		Votes Withheld		Broker Non-Votes
340,200,305		10,393,348		—

 

 

Based on the votes set forth above, Canopy Growth’s shareholders approved the proposal to appoint PKFOD.

 

Proposal No. 3: Adoption of New Equity Incentive Plan.

 

The proposal to pass an ordinary resolution approving the adoption of the EIP received the following votes:

 

Votes For		Votes Against		Abstain		Broker Non-Votes
221,187,480		12,867,444		1,442,895		115,095,784

 

Based on the votes set forth above, Canopy Growth’s shareholders approved the adoption of the EIP.

 

Proposal No. 4: Adoption of Share Consolidation Resolution.

 

The proposal to adopt a special resolution approving an amendment to Canopy Growth’s articles to, among other things, consolidate Canopy Growth’s issued and outstanding common shares (the “Share Consolidation Resolution”), as further described in the Proxy Statement, received the following votes:

 

Votes For		Votes Against		Abstain		Broker Non-Votes
322,621,415		25,335,017		2,637,221		—

 

Based on the votes set forth above, Canopy Growth’s shareholders approved the Share Consolidation Resolution.

 

Proposal No. 5: 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, as set forth in the Proxy Statement, received the following votes:

 

Votes For		Votes Against		Abstain		Broker Non-Votes
216,167,216		18,072,092		1,258,561		115,095,784

 

Based on the votes set forth above, Canopy Growth’s shareholders approved, on an advisory basis, the compensation of Canopy Growth’s named executive officers.

 

Proposal No. 6: Adoption of Share Issuance Resolution.

 

The proposal to pass an ordinary resolution approving the issuance of Canopy Growth common shares underlying certain outstanding debentures of Canopy Growth in excess of 19.99% and 25%, as applicable, of Canopy Growth’s outstanding common shares on the date of issuance of such debentures, in accordance with applicable stock exchange rules (the “Share Issuance Resolution”), as further described in the Proxy Statement, received the following votes:

 

Votes For		Votes Against		Abstain		Broker Non-Votes
221,701,801		12,747,396		1,048,672		115,095,784

 

Based on the votes set forth above, Canopy Growth’s shareholders approved the Share Issuance Resolution.

 

 

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 26, 2023