Tilray Brands Files 8-K on Security Holder Vote

TL;DR

Tilray had a shareholder vote on Nov 19, 2025. Details TBD.

AI Summary

Tilray Brands, Inc. filed an 8-K on November 19, 2025, to report on matters submitted to a vote of its security holders. The filing does not contain specific details about the nature of the vote or any outcomes, but it serves as an official notification of such an event.

Why It Matters

This filing indicates that Tilray Brands held a vote among its security holders, which could pertain to significant corporate actions or governance changes.

Risk Assessment

Risk Level: low — The filing is a procedural notification of a security holder vote and does not contain information that immediately impacts the company's financial standing or operations.

Key Players & Entities

• Tilray Brands, Inc. (company) — Registrant
• November 19, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — registered Symbol(s) Common Stock , $0.0001 par TLRY value per share The Nasd

Filing Documents

• tlry20251113_8k.htm (8-K) — 33KB
• 0001437749-25-035739.txt ( ) — 161KB
• tlry-20251119.xsd (EX-101.SCH) — 3KB
• tlry-20251119_def.xml (EX-101.DEF) — 11KB
• tlry-20251119_lab.xml (EX-101.LAB) — 15KB
• tlry-20251119_pre.xml (EX-101.PRE) — 11KB
• tlry20251113_8k_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On November 18, 2025, Tilray Brands, Inc. (the " Company ") held its 2025 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, 2025 (the " Proxy Statement "): (1) the re-election of John Herhalt as the Class I director to serve until his term expires 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) approval of the non-binding advisory resolution on the named executive officer compensation; 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. Each of the first and second proposals were formally approved and the third proposal was supported by approximately 70% of the vote of the Company's stockholders at the Annual Meeting, as detailed in the voting results outlined below. The fourth proposal did not receive sufficient votes cast to approve the Governance Changes Proposal (i.e., majority of outstanding shares). Proposal No. 1 – Election of the Class I Director: Nominee For Withheld Broker Non-Votes John Herhalt 85,540,003 23,445,500 326,877,556 Proposal No. 2 – Ratification of Selection of PWC as Independent Registered Public Accounting Firm: For 402,964,551 Against 20,170,494 Abstain 12,728,014 Proposal No. 3 – Voting Results for the Non-Binding Advisory Resolution on the Named Executive Officer Compensation: For 72,869,843 Against 31,887,041 Abstain 4,228,619 Proposa

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 thereunto duly authorized. Tilray Brands, Inc. Date: November 19, 2025 By: /s/ Mitchell Gendel Name: Mitchell Gendel Title: Global General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR