Canopy Growth Corp 8-K, filed Oct 23, 2026
Canopy Growth Corp (CGC)
About this 8-K
Canopy Growth Corp filed this 8-K on October 23, 2026.
At its October 23, 2026 annual meeting, Canopy Growth shareholders elected five directors, appointed MNP, and approved a share consolidation at a Board-determined ratio ranging from one post-consolidation share for every five to fifteen outstanding pre-consolidation shares. AI summary
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 25, 2026, Canopy Growth Corporation (“Canopy Growth”) convened and adjourned to, and reconvened on, October 23, 2026, its 2026 Annual General and Special Meeting of Shareholders (the “Annual Meeting”). A total of 423,037,675 common shares of Canopy Growth (“Shares”) were entitled to vote as of July 31, 2026, the record date for the Annual Meeting. There were 154,837,897 Shares represented at the Annual Meeting, at which Canopy Growth’s shareholders were asked to vote on seven proposals, each of which is described in more detail in Canopy Growth’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on August 7, 2026 (the “Proxy Statement”). Set forth below are the matters acted upon by Canopy Growth’s shareholders, and the final voting results of each such proposal.
Proposal No. 1: Election of Director Nominees.
Votes regarding the election of the five director nominees were as follows:
| Director Name | Votes For | Votes Against | Broker Non-Votes | |||||||||
| David Lazzarato | 78,059,502 | 11,499,873 | 65,278,522 | |||||||||
| Theresa Yanofsky | 76,020,874 | 13,538,500 | 65,278,522 | |||||||||
| Luc Mongeau | 79,871,589 | 9,687,785 | 65,278,522 | |||||||||
| Shan Atkins | 79,773,303 | 9,786,072 | 65,278,522 | |||||||||
| Joseph Bayern | 79,713,027 | 9,846,347 | 65,278,522 | |||||||||
Based on the votes set forth above, Canopy Growth’s shareholders elected each of the five 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 or appointed.
Proposal No. 2: MNP Appointment.
The proposal to appoint MNP LLP, Certified Public Accountants (“MNP”), as Canopy Growth’s auditor and independent registered public accounting firm for the fiscal year ending March 31, 2027 and to authorize the board of directors of Canopy Growth (the “Board”) or any responsible committee thereof to fix their remuneration received the following votes:
| Votes For | Votes Withheld | Broker Non-Votes | ||
| 130,265,593 | 8,253,188 | — |
Based on the votes set forth above, Canopy Growth’s shareholders approved the proposal to appoint MNP.
Proposal No. 3: Share Consolidation
The proposal to adopt a special resolution approving an amendment to Canopy Growth’s articles to, among other things, to provide that the authorized capital of Canopy Growth be altered by consolidating all of the issued and outstanding Shares and Canopy Growth exchangeable shares (the “Exchangeable Shares”) on the basis of a ratio to be determined by the Board, in its sole discretion, within a range of one post-consolidation share for every five to fifteen outstanding pre-consolidation shares, at anytime prior to September 25, 2027 (or the date that is 12 months immediately following the date that any adjourned or postponed Meeting is reconvened or held, as the case may be), with the exact ratio to be set at a whole number within this range by the Board in its sole discretion and applicable for both the Shares and Exchangeable Shares (the “Share Consolidation Resolution”), as further described in the Proxy Statement, received the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 121,567,723 | 28,460,796 | 4,809,378 | — |
Based on the votes set forth above, Canopy Growth’s shareholders approved the Share Consolidation Resolution.
Proposal No. 4: Adoption of Advance Notice By-Law
The proposal to adopt an ordinary resolution to ratify and approve By-Law No. 2 of Canopy Growth, which establishes advance notice and certain other requirements for shareholders of Canopy Growth to propose director nominations for shareholder meetings of Canopy Growth (the “Advance Notice By-Law Resolution”), as set forth in the Proxy Statement, received the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 77,552,719 | 8,117,831 | 3,888,825 | 65,278,522 |
Based on the votes set forth above, Canopy Growth’s shareholders approved the Advance Notice By-Law Resolution.
Proposal No. 5: Renewal of Omnibus Incentive Plan
The proposal to adopt an ordinary resolution to approve all unallocated entitlements under Canopy Growth’s Omnibus Incentive Plan (the “Renewal of Omnibus Incentive Plan Resolution”), as set forth in the Proxy Statement, received the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 73,600,900 | 11,848,575 | 4,109,898 | 65,278,522 |
Based on the votes set forth above, Canopy Growth’s shareholders approved the Renewal of Omnibus Incentive Plan Resolution.
Proposal No. 6: 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 (the “NEOs”), as set forth in the Proxy Statement, received the following votes:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 72,046,152 | 13,265,855 | 4,247,368 | 65,278,522 |
Based on the votes set forth above, Canopy Growth’s shareholders approved, on an advisory basis, the compensation of the NEOs.
Proposal No. 7: Advisory, Non-Binding Vote on the Frequency of Votes on the Compensation of the NEOs.
The advisory (non-binding) vote on the frequency of future advisory (non-binding) votes on the compensation of the NEOs at either 1 year, 2 years or 3 years, as set forth in the Proxy Statement, received the following votes:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 80,098,423 | 1,726,567 | 2,972,628 | 4,761,755 | 65,278,522 |
Shareholders indicated, on an advisory basis, that they preferred that there be an advisory (non-binding) vote on the compensation of the NEOs every “1 Year”. In light of the recommendation of the Board that future “say-on-pay” votes occur every “1 Year” and the results of the shareholder vote on Proposal No. 7, Canopy Growth intends to continue to submit to its shareholders a non-binding advisory vote on the compensation of the NEOs at every annual meeting of shareholders until the next required advisory vote on the frequency of shareholder votes on the compensation of the NEOs, which is expected to occur in 2032.
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/ Tom Stewart | |
| Tom Stewart | ||
| Chief Financial Officer | ||
Date: October 23, 2026