Canopy Growth (WEED) Proxy Filing summary

Executive summary

• The annual general and special meeting is scheduled for September 26, 2025, with a virtual-only format to encourage broader shareholder participation and engagement.

• Key proposals include director elections, auditor re-appointment, a share consolidation resolution, and a non-binding say-on-pay vote.

• The company highlights progress in profitability, cost reduction, and strategic restructuring, including a CEO transition and global medical platform integration.

• Shareholders are encouraged to vote in advance and can participate online regardless of location.

Voting matters and shareholder proposals

• Shareholders will vote on electing five director nominees, re-appointing PKF O'Connor Davies LLP as auditor, a share consolidation (1-for-5 to 1-for-15), and a non-binding say-on-pay resolution.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted between April 29 and June 28, 2026.

Board of directors and corporate governance

• The board consists of five directors, with four considered independent under Nasdaq and Canadian rules.

• The board updated several governance policies in fiscal 2025, including anti-bribery, clawback, code of conduct, disclosure, insider trading, and Regulation FD policies.

• Board and committee meetings had high attendance, and regular in-camera sessions of independent directors were held.

• The CGCN Committee oversees nominations, compensation, and governance, with a focus on diversity, equity, and inclusion.

• Directors are subject to a mandatory retirement age of 75, and share ownership guidelines are in place for directors and executives.