Tilray Brands (TLRY) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for November 18, 2025, to be held virtually, with full participation rights for shareholders.

• Key proposals include director election, auditor ratification, executive compensation advisory vote, and governance amendments.

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

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote on electing John Herhalt as Class I director, ratifying PricewaterhouseCoopers LLP as auditor, approving executive compensation, and governance changes to declassify the board and allow director removal without cause.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals and director nominations for the 2026 meeting by specified deadlines.

Board of directors and corporate governance

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

• Governance Proposal seeks to declassify the board and allow annual director elections, aligning with best practices.

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

• Board and committees meet regularly, with all directors attending at least 75% of meetings.

• No related party transactions exceeding $120,000 in FY2025.