Tilray Brands Files Definitive Proxy Statement

TL;DR

Tilray filed its proxy statement for the Nov 18 meeting. Get ready to vote.

AI Summary

Tilray Brands, Inc. filed its definitive proxy statement (DEF 14A) on September 26, 2025, for the fiscal year ending November 18, 2025. The filing, which includes information required for its annual shareholder meeting, was made under the 1934 Securities Exchange Act. The company's principal executive offices are located at 655 Madison Avenue, New York, NY.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda and proposals for the upcoming annual meeting, including director elections and other corporate matters, allowing them to make informed voting decisions.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) that provides information to shareholders and does not inherently introduce new financial risks.

Key Numbers

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

Key Players & Entities

• Tilray Brands, Inc. (company) — Registrant
• 0001140361-25-036324 (filing_id) — Accession Number
• 20250926 (date) — Filing Date
• 20251118 (date) — Period of Report
• 655 Madison Avenue, 19th Floor, New York, NY 10065 (address) — Business Address
• Tilray, Inc. (company) — Former Company Name

FAQ

From the Filing

0001140361-25-036324.txt : 20250926 0001140361-25-036324.hdr.sgml : 20250926 20250926170138 ACCESSION NUMBER: 0001140361-25-036324 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 23 CONFORMED PERIOD OF REPORT: 20251118 FILED AS OF DATE: 20250926 DATE AS OF CHANGE: 20250926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tilray Brands, Inc. CENTRAL INDEX KEY: 0001731348 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] ORGANIZATION NAME: 03 Life Sciences EIN: 824310622 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38594 FILM NUMBER: 251351282 BUSINESS ADDRESS: STREET 1: 655 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 519.322.8800 MAIL ADDRESS: STREET 1: 655 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 FORMER COMPANY: FORMER CONFORMED NAME: Tilray, Inc. DATE OF NAME CHANGE: 20180213 DEF 14A 1 ny20053807x2_def14a.htm DEF 14A 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.     2025 PROXY STATEMENT   September 26, 2025 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 Tuesday, November 18, 2025, 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 John Herhalt as the Class I director nominee, 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, 2026; • Approval of the non-binding advisory resolution on the named executive officer compensation; • Approval of the governance changes to the Company’s Fifth 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 sh