Tilray Brands Files Definitive Proxy Statement

TL;DR

Tilray Brands (TLRY) filed its proxy statement for the Nov 21 meeting. Get ready to vote.

AI Summary

Tilray Brands, Inc. filed its definitive proxy statement (DEF 14A) on September 27, 2024, for its annual meeting on November 21, 2024. The filing provides details for shareholders regarding the company's governance and upcoming votes. Tilray Brands, Inc. is a company operating in the medicinal chemicals and botanical products sector.

Why It Matters

This filing is crucial for shareholders as it outlines the proposals and director nominations they will vote on at the upcoming annual meeting, impacting the company's future direction and leadership.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) providing information to shareholders, not announcing new material events or financial results.

Key Numbers

• 23 — Public Documents (Number of documents included in the filing.)

Key Players & Entities

• Tilray Brands, Inc. (company) — Registrant
• 20240927 (date) — Filing Date
• 20241121 (date) — Meeting Date
• 0001140361-24-042191 (filing_id) — Accession Number

FAQ

Filing Documents

• ny20034373x2_def14a.htm (DEF 14A) — 1860KB
• logo_tilraybrandsx1.jpg (GRAPHIC) — 62KB
• logo_tilraybrands.jpg (GRAPHIC) — 73KB
• ny20034373x2_pc01.jpg (GRAPHIC) — 593KB
• ny20034373x2_pc02.jpg (GRAPHIC) — 472KB
• ny20034373x2_pvp01.jpg (GRAPHIC) — 172KB
• ny20034373x2_pvp02.jpg (GRAPHIC) — 171KB
• ny20034373x2_pvp03.jpg (GRAPHIC) — 163KB
• 0001140361-24-042191.txt ( ) — 7668KB
• tlry-20241121.xsd (EX-101.SCH) — 6KB
• tlry-20241121_def.xml (EX-101.DEF) — 8KB
• tlry-20241121_lab.xml (EX-101.LAB) — 14KB
• tlry-20241121_pre.xml (EX-101.PRE) — 10KB
• ny20034373x2_def14a_htm.xml (XML) — 500KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Tilray Brands, Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. 2024 PROXY STATEMENT September 26, 2024 Dear Fellow Stockholders: You are cordially invited to attend the Annual Meeting of Stockholders (" Annual Meeting ") of Tilray Brands, Inc. (the " Company ") to be held on Thursday, November 21, 2024, at 11:00 a.m. EST. The Annual Meeting will be held in a virtual format, via live webcast over the internet. Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting. Our Board of Directors (the " Board ") urges you to read the accompanying Proxy Statement and recommends that you vote " FOR ": The election of each of David Hopkinson and Thomas Looney, as Class III director nominees, each to serve until his term expires or until his successor is duly elected and qualified, as described herein; The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2025; Approval to increase the number of shares of common stock the Company is authorized to issue from 1,208,000,000 shares of capital stock to 1,426,000,000 shares of capital stock (the " Authorized Shares Proposal "); Approval of the governance changes to the Company's Fourth Amended and Restated Certificate of Incorporation (the " Charter ") to (i) declassify the Board and provide that all directors will be elected at each annual meeting of stockholders and (ii) eliminate the provision of the Charter that allows stockholders to remove directors only for cause (collectively, the " Governance Proposal "); and Any other business properly brought before the Annual Meeting. Your vote is important to us. Whether or not you plan to attend the Annual Meeting virtually, we encourage you to vote your shares. Accordingly, we request that as soon as possible, you vote via the Internet or, if you have received printed proxy materials, you vote via the Internet, by telephone or by mailing your completed proxy card or voting instruction form. If you have any questions, or need any assistance in voting your shares, please contact Morrow Sodali LLC at (800) 662-5200 toll-free in the U.S. and Canada, or (203) 658-9400 or by email at TLRY@info.morrowsodali.com. WE ARE GRATEFUL FOR YOUR CONTINUED SUPPORT AND WILL WORK EVERYDAY TO TAKE FULL ADVANTAGE OF ALL OPPORTUNITIES TO ENHANCE LONG-TERM VALUE. Thank you for your interest and investment in Tilray Brands, Inc. Sincerely, Irwin D. Simon, Chairman, President, and Chief Executive Officer NOTICE OF ANNUAL MEETING OF STOCKHOLDERS September 26, 2024 The Annual Meeting of Stockholders (the " Annual Meeting ") of Tilray Brands, Inc. (the " Company ") will be held on Thursday, November 21, 2024, at 11:00 a.m. EST. The Annual Meeting will be held in a virtual format via live webcast over the internet. You will be able to join the Annual Meeting and vote and submit your questions online during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TLRY2024 . We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. Reference to "in person" attendance or voting in our proxy materials refers, therefore, to attending or voting at the Annual Meeting virtually. The Annual Meeting will take place for the following purposes: 1. to elect David Hopkinson and Thomas Looney as Class III director nominees, each to serve until his term expires or until his successor is duly elected and qualified, as described herein; 2. to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2025; 3. to approve an increase in the number of shares of common stock the Company is authorized to issue from 1,208,000,000 shares of capital stock to 1,426,000,000 shares of capital stock (the " A

View Full Filing

View this DEF 14A filing on SEC EDGAR