Canopy Growth Proxy: Vote YES on Exchangeable Shares

TL;DR

Canopy Growth wants to issue new shares for US ops, Glass Lewis says vote YES.

AI Summary

Canopy Growth Corporation filed a DEFA14A proxy statement on March 14, 2024, recommending shareholders vote for the creation of exchangeable shares. This move is intended to further the advancement of Canopy USA. Independent proxy advisor Glass Lewis has recommended shareholders support this proposal.

Why It Matters

The creation of exchangeable shares is a strategic move by Canopy Growth to facilitate the advancement of its US operations, potentially impacting its future growth and market position.

Risk Assessment

Risk Level: medium — The creation of new share classes and strategic shifts can introduce complexity and uncertainty regarding future performance and shareholder value.

Key Players & Entities

• Canopy Growth Corporation (company) — Registrant
• Glass Lewis (company) — Independent Proxy Advisor
• Canopy USA (company) — Subsidiary/Operation

FAQ

From the Filing

0001104659-24-034507.txt : 20240314 0001104659-24-034507.hdr.sgml : 20240314 20240314161524 ACCESSION NUMBER: 0001104659-24-034507 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240314 DATE AS OF CHANGE: 20240314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Canopy Growth Corp CENTRAL INDEX KEY: 0001737927 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38496 FILM NUMBER: 24750328 BUSINESS ADDRESS: STREET 1: 1 HERSHEY DRIVE CITY: SMITH FALLS STATE: A6 ZIP: K7A0A8 BUSINESS PHONE: 855-558-9333 MAIL ADDRESS: STREET 1: 1 HERSHEY DRIVE CITY: SMITH FALLS STATE: A6 ZIP: K7A0A8 DEFA14A 1 tm246792d6_defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement x Definitive Additional Materials o Soliciting Material under §240.14a-12 CANOPY GROWTH CORPORATION (Name of Registrant as Specified in Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): x No fee required o Fee paid previously with preliminary materials. o Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. INDEPENDENT PROXY ADVISOR, GLASS LEWIS, RECOMMENDS CANOPY GROWTH SHAREHOLDERS VOTE FOR THE CREATION OF EXCHANGEABLE SHARES TO FURTHER THE ADVANCEMENT OF CANOPY USA · Shareholders are encouraged to vote well in advance of the proxy voting deadline on April 10, 2024 at 1:00 p.m. Eastern Time (Toronto time) · For any questions or assistance with voting, shareholders should contact Laurel Hill Advisory Group at 1-877-452-7184 (North American Toll Free) or 1-416-304-0211 (Outside North America), or by email at assistance@laurelhill.com . SMITHS FALLS, ONTARIO MARCH 14, 2024 — Canopy Growth Corporation (“ Canopy Growth ” or the “ Company ”) (TSX: WEED, Nasdaq: CGC) today announced that independent proxy advisory firm Glass Lewis & Co. (“ Glass Lewis ”), in its report issued on Canopy Growth’s special meeting of shareholders scheduled for April 12, 2024, recommended that Canopy Growth shareholders (the “ Canopy Shareholders ”) vote in favour of the previously announced special resolution authorizing an amendment to the Company’s articles of incorporation, as amended (the “ Amendment Proposal ”), in order to: (i) create and authorize the issuance of an unlimited number of a new class of non-voting and non-participating exchangeable shares in the capital of Canopy Growth (the “ Exchangeable Shares ”); and (ii) restate the rights of the common shares in the capital of Canopy Growth (the “ Common Shares ”) to provide for a conversion feature whereby each Common Share may at any time, at the option of the holder, be converted into one Exchangeable Share. Canopy Shareholders will be asked to consider and vote on the Amendment Proposal at a special meeting of Canopy Shareholders on Friday, April 12, 2024 at 1:00 p.m. Eastern Time (Toronto time) (the “ Meeting ”). Glass Lewis is an independent proxy advisor to institutional investors, covering 30,000 meetings each year, across approximately 100 global markets. Their customers include the majority of the world’s largest pension plans, mutual funds, and asset managers who collectively manage over $40 trillion in assets. In