Canopy Growth Corp 8-K, filed Sep 19, 2022
Canopy Growth Corp (CGC)
About this 8-K
Canopy Growth Corp filed this 8-K on September 19, 2022, reporting on events of September 15, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 15, 2022, Canopy Growth Corporation (“Canopy Growth”) held its 2022 Annual General and Special Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, Canopy Growth’s shareholders passed an ordinary resolution to approve the renewal of the Canopy Growth Employee Stock Purchase Plan (the “ESPP”).
A more detailed description regarding the ESPP renewal is set forth in Canopy Growth’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on July 29, 2022 (the “Proxy Statement”) in the section entitled “PROPOSAL NO. 3 – ESPP Renewal Proposal”, which is incorporated herein by reference. The description of the ESPP is qualified in its entirety by reference to the ESPP, which is attached to the Proxy Statement as Appendix B and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
A total of 479,978,742 common shares were entitled to vote as of July 22, 2022, the record date for the Annual Meeting. There were 256,426,802 common shares represented at the Annual Meeting, at which the shareholders were asked to vote on four proposals, each of which is described in more detail in the Proxy Statement. Set forth below are the matters acted upon by the shareholders, and the final voting results of each such proposal.
Proposal No. 1: Election of Director Nominees.
Votes regarding the election of the seven director nominees were as follows:
| Director Name |
Votes For | Votes Against | Broker Non-Votes | |||||||||
| Judy A. Schmeling |
174,936,094 | 6,040,153 | 75,450,555 | |||||||||
| David Klein |
172,965,207 | 8,011,041 | 75,450,555 | |||||||||
| Garth Hankinson |
173,043,911 | 7,932,337 | 75,450,555 | |||||||||
| Robert L. Hanson |
169,930,747 | 11,028,826 | 75,450,555 | |||||||||
| David Lazzarato |
174,853,021 | 6,123,027 | 75,450,555 | |||||||||
| Jim A. Sabia, Jr. |
171,154,369 | 9,821,879 | 75,450,555 | |||||||||
| Theresa Yanofsky |
170,590,929 | 10,385,319 | 75,450,555 | |||||||||
Based on the votes set forth above, Canopy Growth’s shareholders elected each of the seven nominees set forth above to serve as a director of Canopy Growth until the next annual general meeting of shareholders or until his or her successor is duly elected and qualified.
Proposal No. 2: KPMG Re-Appointment.
The proposal to re-appoint KPMG LLP, Chartered Professional Accountants, as Canopy Growth’s auditor and independent registered public accounting firm for the fiscal year 2023 and to authorize the Board to fix their remuneration received the following votes:
| Votes For |
Votes Withheld |
Broker Non-Votes | ||
| 251,717,618 | 4,709,184 | — |
Based on the votes set forth above, Canopy Growth’s shareholders approved the proposal to re-appoint KPMG LLP.
Proposal No. 3: Renewal of Employee Stock Purchase Plan.
The proposal to pass an ordinary resolution approving the renewal of Canopy Growth’s employee stock purchase plan received the following votes:
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 175,810,274 | 4,649,580 | 516,393 | 75,450,555 |
Based on the votes set forth above, Canopy Growth’s shareholders approved the renewal of Canopy Growth’s employee stock purchase plan.
Proposal No. 4: Advisory, Non-Binding Vote on Compensation of Canopy Growth’s Named Executive Officers.
The advisory (non-binding) vote on the compensation of Canopy Growth’s named executive officers, as set forth in the Proxy Statement, received the following votes:
| Votes For |
Votes Against |
Abstain |
Broker Non-Votes | |||
| 171,777,938 | 8,596,938 | 601,372 | 75,450,555 |
Based on the votes set forth above, Canopy Growth’s shareholders approved, on an advisory basis, the compensation of Canopy Growth’s named executive officers.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CANOPY GROWTH CORPORATION | ||
| By: | /s/ Judy Hong | |
| Judy Hong Chief Financial Officer | ||
Date: September 16, 2022