Canopy Growth (WEED) Proxy filing summary

Executive summary

• The proxy statement outlines proposals for the 2026 Annual General and Special Meeting, including director elections, auditor re-appointment, share consolidation, by-law amendments, incentive plan renewal, and advisory votes on executive compensation and its frequency.

• The meeting will be held virtually on September 25, 2026, with all shareholders encouraged to participate and vote electronically or by proxy.

• The company emphasizes enhanced governance, risk oversight, and shareholder engagement, with updated policies and a focus on transparency.

Voting matters and shareholder proposals

• Shareholders will vote on the election of five director nominees, re-appointment of PKF O'Connor Davies LLP as auditor, a share consolidation proposal, adoption of an advance notice by-law, renewal of the Omnibus Incentive Plan, a say-on-pay advisory vote, and a say-on-frequency advisory vote.

• The board recommends voting FOR all proposals, including annual say-on-pay votes.

• The share consolidation proposal allows the board to consolidate shares at a ratio of 1-for-5 to 1-for-15 within 12 months, primarily to maintain Nasdaq listing compliance.

• The advance notice by-law formalizes the process for shareholder director nominations.

Board of directors and corporate governance

• The board consists of five directors, four of whom are independent; the chair is independent.

• Directors have diverse backgrounds in finance, consumer goods, cannabis, and governance.

• The board and committees met frequently, with high attendance and regular in-camera sessions for independent directors.

• Updated governance policies include an advance notice by-law and enhanced anti-bribery and anti-corruption measures.

• Ongoing director education covers industry trends, regulatory changes, and strategic risks.