Canopy Growth (WEED) Proxy Filing summary

Executive summary

• Annual General Meeting scheduled for September 24, 2024, with virtual participation to enhance shareholder engagement and voting accessibility.

• Fiscal 2024 saw a strategic shift to an asset-light model, significant cost reductions, and a focus on core cannabis operations, including divestitures and debt reduction.

• Canadian adult-use and medical cannabis businesses showed growth, with international expansion in medical cannabis and strong performance in vaporization products.

• Shareholders approved the creation of a new class of non-voting exchangeable shares, facilitating U.S. market entry and acquisitions.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of five directors, (2) re-appointment of PKF O'Connor Davies LLP as auditor, and (3) a non-binding say-on-pay resolution for executive compensation.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2025 meeting must be submitted between April 8 and June 26, 2025, depending on the applicable rules.

Board of directors and corporate governance

• Board consists of five directors, with a majority being independent; new appointments and resignations occurred in 2024.

• Board committees include Audit and CGCN (Corporate Governance, Compensation, and Nominating), both composed of independent directors.

• Updated governance policies include a clawback policy, enhanced code of conduct, and a focus on diversity, equity, and inclusion.

• Board and committee attendance exceeded 98% in aggregate for Fiscal 2024.

• Regular board and committee assessments, director orientation, and ongoing education are emphasized.