Tilray Brands (TLRY) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for November 21, 2024, to be held virtually, with full participation rights for shareholders.

• Key proposals include director elections, auditor ratification, increase in authorized shares, and governance amendments.

• Board recommends voting in favor of all proposals, emphasizing long-term value creation and shareholder engagement.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class III directors, ratifying PricewaterhouseCoopers LLP as auditor, increasing authorized shares, and governance changes to declassify the board and allow director removal without cause.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals and director nominations for the 2025 meeting by specified deadlines.

Board of directors and corporate governance

• Board consists of seven members, with a mix of independent and non-independent directors.

• Governance proposal seeks to declassify the board and allow annual director elections and removal without cause.

• Board diversity matrix disclosed; majority of directors are independent.

• Board leadership combines CEO and Chair roles, with a separate independent Vice Chair.

• Board committees (Audit, Compensation, Nominating & Governance) are fully independent and meet regularly.