Canopy Growth Announces Executive and Board Changes

TL;DR

Canopy Growth shakes up exec team and board, filing details new comp plans.

AI Summary

Canopy Growth Corporation announced on August 15, 2024, a series of executive changes and the appointment of new directors. The company also disclosed compensatory arrangements for certain officers and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

Changes in executive leadership and board composition can signal shifts in company strategy and future performance.

Risk Assessment

Risk Level: medium — Executive and board changes can introduce uncertainty regarding future strategy and operational stability.

Key Players & Entities

• Canopy Growth Corporation (company) — Registrant
• August 15, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $750,000 — o receive his current base salary (U.S. $750,000, on an annualized basis), a perquisite
• $125,000 — zed basis), a perquisite payment of CAD $125,000 per year, vacation and benefits. In add
• $5,000 — the Board, to the fixed amount of U.S. $5,000 per month (subject to statutory deducti

Filing Documents

• tm2421886d1_8k.htm (8-K) — 37KB
• tm2421886d1_ex10-1.htm (EX-10.1) — 17KB
• tm2421886d1_ex99-1.htm (EX-99.1) — 11KB
• tm2421886d1_ex10-1img01.jpg (GRAPHIC) — 37KB
• 0001104659-24-090360.txt ( ) — 297KB
• cgc-20240815.xsd (EX-101.SCH) — 3KB
• cgc-20240815_lab.xml (EX-101.LAB) — 33KB
• cgc-20240815_pre.xml (EX-101.PRE) — 22KB
• tm2421886d1_8k_htm.xml (XML) — 3KB

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 15, 2024, Canopy Growth Corporation (the "Company") entered into a Mutual Separation Agreement (the "Separation Agreement") with David Klein, the Company's Chief Executive Officer ("CEO"), pursuant to which Mr. Klein will remain as CEO until the earlier of: (i) March 31, 2025; or (ii) the date that a new CEO commences employment (the "End Date"). During the period from now through March 31, 2025 (even if a new CEO commences employment before that date), Mr. Klein will continue to receive his current base salary (U.S. $750,000, on an annualized basis), a perquisite payment of CAD $125,000 per year, vacation and benefits. In addition, Mr. Klein will be eligible to receive his full year short-term incentive bonus for the fiscal year ending March 31, 2025 (the "STI"), if and as earned pursuant to the terms of the STI plan for this fiscal year, even if a new CEO commences employment prior to March 31, 2025. Beginning on the End Date, Mr. Klein's title and position will change from CEO to that of Special Advisor to the board of directors (the "Board") of the Company. Mr. Klein's duties as Special Advisor will be limited to providing transition advice to the Board and/or to the new CEO by way of email or virtual or in person meetings. Mr. Klein's base salary will change effective as of April 1, 2025 to reflect his new title and position of Special Advisor to the Board, to the fixed amount of U.S. $5,000 per month (subject to statutory deductions) (the "Special Advisor Compensation"), and Mr. Klein will no longer be entitled to a perquisite payment, short-term incentive compensation or benefits. Mr. Klein has agreed to remain employed by the Company in the role of Special Advisor to the Board until August 31, 2025 (the "Resignation Date"), at which point he will be deemed to have resigned from the Compan

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 16, 2024, the Company issued a press release titled "Canopy Growth Announces CEO Succession Plan", a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information set forth and incorporated by reference in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information set forth and incorporated by reference in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit Description 10.1* Separation Agreement, by and between the Canopy Growth Corporation and David Klein, dated August 15, 2024 99.1 Press release, dated August 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain non-material schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of the omitted schedules upon request by the SEC. 3

SIGNATURES

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: August 16, 2024 4

View Full Filing

View this 8-K filing on SEC EDGAR