Organigram Global Inc 6-K, filed Feb 2, 2022

Organigram Global Inc. (OGI)

6-K 2022-02-02 For: 2022-02-02

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Added on April 11, 2026

About this 6-K

Organigram Global Inc filed this 6-K on February 2, 2022.

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Exhibits

99.1		Notice of Annual General Meeting of Shareholders and Management Information Circular dated January 18, 2022.

99.2		Form of Proxy


INFORMATION CIRCULAR			1

VOTING INFORMATION			1
Voting Shares and Record Date			1
Solicitation of Proxies			1
Voting and Asking Questions at the Meeting			2
Notice to Shareholders in the United States			4
Voting and Discretion of Proxies			5
Principal Holders of Voting Shares			5

BUSINESS OF THE MEETING			5
Receipt of Financial Statements			5
Election of Directors			5
Appointment of Auditor			16

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON			17

CORPORATE GOVERNANCE DISCLOSURE			17
Independence			17
Skills of Director Nominees			18
Mandate			20
Orientation and Continuing Education			20
Meetings			20
Position Descriptions			20
Code of Business Conduct and Ethics			20
Nomination of Directors			21
Other Board Committees			22
Assessments			23
Director Tenure			23
Board Interlocks			23
Diversity			23
Environmental, Social and Governance Initiatives			25
Cybersecurity			26
Nasdaq Corporate Governance			26

COMPENSATION OF EXECUTIVE OFFICERS			26
Named Executive Officers			26
Overview and Philosophy			27
Compensation Discussion and Analysis			27
Summary Compensation Table			32
Performance Graph			33
Equity Incentive Plans			33
Securities Authorized for Issuance under the Equity Compensation Plans			46
Burn Rate under the Equity Compensation Plans			46
Incentive Plan Awards			47
Group Retirement Programs			49
Benefits and Perquisites			49
Termination and Change of Control Benefits			49

DIRECTOR COMPENSATION			50


Overview and Philosophy			50
Elements of 2021 Director Compensation			50
Director Summary Compensation Table			51
Incentive Plan Awards			52
Share Ownership Policy			53
Directors’ and Officers’ Liability Insurance			53

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS			54

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS			54

ADDITIONAL INFORMATION			54

OTHER MATTERS			54


Name of Shareholder	Number of Common Shares Owned		Percentage of Outstanding Shares
BT DE Investments Inc.		58,336,392		18.8	%


Common Shares	Options	RSUs
160,000	144,312	196,928


		Principal Occupation during the Past 5 Years and Experience
Beena Goldenberg, ICD.D,		Director Since: November 19, 2021
Director and Chief Executive Officer Toronto, Ontario, Canada Age: 59		Independent: No Other Public Board Membership: N/A


Common Shares	Options	RSUs and PSUs
Nil	500,000	77,586


Board Diversity Matrix
Country of Principal Executive Offices	Canada
Foreign Private Issuer	Yes
Disclosure Prohibited Under Home Country Law	No
Total Number of Directors	8
Part I: Gender Identity
	Female	Male	Non- Binary	Did Not Disclose Gender
Directors	3	5	Nil	Nil
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	3
LGBTQ+	Nil
Did Not Disclose Demographic Background	Nil


Company	Sector	Headquarters
Planet 13 Holdings Inc.	Pharmaceuticals	USA

MGP Ingredients, Inc.	Distillers and Vintners	USA

Sundial Growers Inc.	Pharmaceuticals	Canada

Harvest Health & Recreation Inc.	Pharmaceuticals	USA

HEXO Corp.	Pharmaceuticals	Canada

Charlotte’s Web Holdings, Inc.	Pharmaceuticals	USA

Knight Therapeutics Inc.	Pharmaceuticals	Canada

The Valens Company Inc.	Pharmaceuticals	Canada

Corby Spirit and Wine Limited	Distillers and Vintners	Canada

Andrew Peller Limited	Distillers and Vintners	Canada


Compensation Element	How it is Paid	Purpose and What it is Designed to Reward	Key Features
Base Salary	Cash	Attraction and retention	• Reflects an individual’s level of responsibility and authority

			• Not at risk

			• Individual salary recommendations based on reference group data and individual contribution and performance

			• Performance period: one year

Short Term Incentive Plan (“STIP”)	Cash/Equity	Pay for performance Attraction, retention, motivation	• Each participant has a target annual bonus calculated as percentage of salary. Payouts determined based on the achievement of corporate and individual performance

			• For fiscal 2021, bonuses included a pay-out of 25% of target bonuses for all NEOs, and 25% of PSUs based on an


									Non-equity incentive plan compensation ($)
Names and Principal Position	Year		Salary ($)		Share- based awards⁽¹⁾($)		Option- based awards⁽²⁾($)		Annual incentive plan⁽³⁾ ($)		Long- term incentive plan ($)		Pension Value ($)		All other compensation ⁽⁴⁾ ($)			Total Compensation ($)
Greg Engel,⁽⁵⁾ CEO and Director		2021		310,667		235,667		69,127		—		—		—		278,493	⁽⁶⁾		756,183
		2020		347,309		242,696		—		105,000		—		—		27,837			628,342
		2019		299,039		537,501		128,005		92,136		—		—		17,962			1,074,640
Derrick West,⁽⁷⁾ CFO		2021		273,600		40,011		69,127		20,655		—		—		20,208			423,601
		2020		164,633		61,480		746,000		20,250		—		—		8,492			1,000,855
		2019		—		—		—		—		—		—		—			—
Paolo De Luca,⁽⁸⁾ Chief Strategy Officer		2021		265,493		38,826		69,127		20,043		—		—		24,765			418,254
		2020		261,813		109,002		—		39,300		—		—		30,915			441,030
		2019		246,918		385,852		128,005		67,000		—		—		24,932			852,707
Helen Martin,⁽⁹⁾ Chief Legal Officer		2021		255,000		37,049		69,127		19,875		—		—		19,650			400,701
		2020		250,957		52,001		252,542		37,500		—		—		17,168			610,169
		2019		192,304		—		475,000		—		—		—		—			667,304
Tim Emberg, ⁽¹⁰⁾ Chief Revenue Officer		2021		234,800		45,445		69,127		24,500		—		—		19,044			392,916
		2020		229,028		47,846		—		46,000		—		—		16,405			339,279
		2019		206,938		180,833		67,851		100,000		—		—		12,000			499,771


Event		Provisions
Termination for Cause		• Any Option or other award held by the participant that has not been exercised, surrendered or settled as of the Termination Date (as defined in the 2020 Equity Incentive Plan) shall be immediately forfeited and cancelled as of the Termination Date.
Resignation

Termination without Cause		• A portion of any unvested Options or other awards shall immediately vest, such portion to be equal to the number of unvested Options or other awards held by the participant as of the Termination Date multiplied by a fraction the numerator of which is the number of days between the date of grant and the Termination Date and the denominator of which is the number of days between the date of grant and the date any unvested Options or other awards were originally scheduled to vest. Any vested Options may be exercised by the participant at any time during the period that terminates on the earlier of: (A) the expiry date of such Option; and (B) the date that is 90 days after the Termination Date. If an Option remains unexercised upon the earlier of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an Option, such award will be settled within 90 days after the Termination Date.

Disability		• Any award held by the participant that has not vested as of the date of such participant’s Termination Date shall vest on such date. Any vested Option may be exercised by the participant at any time until the expiry date of such Option. Any vested award other than an Option will be settled within 90 days after the Termination Date.

Death		• Any award that is held by the participant that has not vested as of the date of the death of such participant shall vest on such date. Any vested Option may be exercised by the participant’s beneficiary or legal representative (as applicable) at any time during the period that terminates on the earlier of: (a) the expiry date of such Option, and (b) the first anniversary of the date of the death of such participant. If an Option remains unexercised upon the earlier of (A) or (B), the Option shall be immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an Option, such award will be settled with the participant’s beneficiary or legal representative (as applicable) within 90 days after the date of the participant’s death.

Retirement		• Any (i) outstanding award that vests or becomes exercisable based solely on the participant remaining in the service of the Company or its subsidiary will become 100% vested, and (ii) outstanding award that vests based on the achievement of Performance Goals (as defined in the 2020 Equity Incentive Plan) that has not previously become vested shall continue to be eligible to vest based upon the actual achievement of such Performance Goals. Any vested Option may be exercised by the participant at any time during the period that terminates on the earlier of: (A) the expiry date of such Option; and (B) the third anniversary of the participant’s date of retirement. If an Option remains unexercised upon the earlier of (A) or (B), the Option shall be


Event		Provisions
		immediately forfeited and cancelled for no consideration upon the termination of such period. In the case of a vested award other than an Option that is described in (i), such award will be settled within 90 days after the participant’s retirement. In the case of a vested award other than an Option that is described in (ii), such award will be settled at the same time the award would otherwise have been settled had the participant remained in active service with the Company or its subsidiary. Notwithstanding the foregoing, if, following his or her retirement, the participant commences (the “Commencement Date”) employment, consulting or acting as a director of the Company or any of its subsidiaries (or in an analogous capacity) or otherwise as a service provider to any person that carries on or proposes to carry on a business competitive with the Company or any of its subsidiaries, any Option or other award held by the participant that has not been exercised or settled as of the Commencement Date shall be immediately forfeited and cancelled as of the Commencement Date.


Event		Provisions
Termination for Cause/Resignation/ Death/Disability		• Any unvested PSUs or RSUs, as applicable, shall terminate and be forfeited.

Termination without Cause		• At the Company’s discretion, all or a portion of such Participant’s PSUs or RSUs, where applicable, may be made fully vested, or may be permitted to continue to vest, in accordance with their terms, during any statutory or common law severance period or any period of reasonable notice required by law or as otherwise may be determined by the Company in its sole discretion.

Retirement		• All outstanding PSUs or RSUs held by such Participant that are not vested shall immediately and automatically terminate, other than those PSUs or RSUs which would have become vested within the one year period following the Participant’s Termination Date (as defined in the 2017 Equity Incentive Plan), which shall for this purpose continue to vest (and be paid out) in accordance with the 2017 Equity Incentive Plan.


Plan Category	Number of securities to be issued upon exercise of outstanding Options, RSUs, PSUs and DSUs		Weighted-average exercise price of outstanding Options, RSUs, PSUs and DSUs		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by securityholders		9,455,292	$	3.16		26,821,649
Equity compensation plans not approved by securityholders		Nil		Nil		Nil
Total		9,455,292	$	3.16		26,821,649


	Number		Percentage of Shares Outstanding
Shares issued from treasury pursuant to exercise of Options or settlement of RSUs, PSUs and DSUs		1,773,847		1	%
Options, RSUs, PSUs and DSUs granted and outstanding		9,455,292		3	%
Options, RSUs, PSUs and DSUs available for future grants⁽¹⁾		26,821,649		9	%
Total number of Common Shares reserved for issuance under the 2020 Equity Incentive Plan		29,874,350		10	%


	2019		2020		2021
Grants under the 2011 Stock Option Plan		3,589,500		1,340,000		—
Grants under the 2017 Equity Incentive Plan		879,635		360,557		—
Grants under the 2020 Equity Incentive Plan		—		831,888		2,112


	Option-based Awards							Share-based Awards
Name	Number of securities underlying unexercised options (#)		Option exercise price ($)⁽¹⁾		Option expiry date	Value of unexercised in-the- money options ($)⁽¹⁾		Number of shares or units of shares that have not vested (#)		Market or payout value of share-based awards that have not vested⁽²⁾ ($)		Market or payout value of vested share-based awards not paid out or distributed ⁽²⁾ ($)
Greg Engel⁽³⁾		1,000,000		2.36	April 30, 2023		1,020,000		164,780		556,956		732,541
		50,000		4.75	April 30, 2023		Nil
		50,000		2.19	April 30, 2023		59,500
Derrick West ⁽⁴⁾		40,000		3.70	December 22, 2027		Nil		35,224		119,057		281,997
		50,000		4.75	December 17, 2028		Nil
		300,000		2.17	April 23, 2030		363,000
		50,000		2.19	January 18, 2031		59,500
Paolo De Luca		300,000		3.65	December 21, 2027		Nil		39,827		134,615		394,341
		50,000		4.75	December 17, 2028		Nil
		50,000		2.19	January 18, 2031		59,500
Tim Emberg		300,000		3.15	December 22, 2027		69,000		42,486		143,603		187,478
Tim Emberg		25,000		4.75	December 17, 2028		Nil		42,486		143,603		187,478


Name	Option-based awards – Value vested during the year ($)⁽¹⁾		Share-based awards – Value vested during the year⁽²⁾ ($)		Non-equity incentive plan compensation — Value earned during the year⁽³⁾ ($)
Greg Engel		—		320,387		Nil
Derrick West		121,000		10,823		20,043
Paolo De Luca		—		160,536		20,043
Tim Emberg		23,000		79,501		24,500
Helen Martin		11,730		32,783		19,875


NEO	Incremental Payment for Termination Without Cause^{(1), (2), (3)} ($)		Incremental Payment for Termination Without Cause Following a Change of Control^{(1), (2), (3)} ($)
Derrick West		358,020		358,020
Paolo De Luca		347,412		347,412
Helen Martin		344,500		344,500
Tim Emberg		343,000		343,000


Chair of the Board (with no additional amounts payable for committee service)	$	190,000
General Board Member	$	112,000
Audit Committee Chair	$	15,000
Governance and Nominating Committee Chair	$	12,000
Compensation Committee Chair	$	12,000
Investment Committee Chair	$	12,000
General Committee Member	$	6,000


Name⁽¹⁾	Fees earned ($)		Share- based awards⁽²⁾($)		Option- based awards⁽³⁾($)		Non-equity incentive plan compensation ($)		Pension value ($)		All other compensation ($)		Total ($)
Peter Amirault⁽⁴⁾		95,000		95,000				—		—		—		190,000
Sherry Porter		65,000		65,000		—		—		—		—		130,000
Dexter John		68,000		68,000		—		—		—		—		136,000
Geoffrey Machum		65,000		65,000		—		—		—		—		130,000
Ken Manget		65,000		65,000		—		—		—		—		130,000
Stephen Smith		66,500		66,500		—		—		—		—		133,000
Marni Wieshofer⁽⁵⁾		39,500		39,500		106,750		—		—		—		185,750
Jeyan Heper⁽⁶⁾		—		—		—		—		—		—		—