Tilray Brands (TLRY) Proxy filing summary

Executive summary

• Annual Meeting scheduled for November 18, 2026, will be held virtually, allowing shareholders to vote and ask questions online.

• Key proposals include director elections, auditor ratification, and governance changes to declassify the board and enhance director removal rights.

• Board recommends voting in favor of all proposals, emphasizing focus on strategic priorities and long-term shareholder value.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors for three-year terms, ratifying PricewaterhouseCoopers LLP as auditor for FY 2027, and approving governance changes to declassify the board and allow director removal without cause.

• Board recommends voting FOR all proposals.

• Approval of governance changes requires a 66 2/3% supermajority of outstanding shares.

• Shareholders can submit proposals and director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• Board consists of seven members with diverse backgrounds and skills, including expertise in finance, governance, consumer goods, and international business.

• Six of seven directors are independent; CEO serves as Board Chair, with a separate independent Vice Chair to enhance communication.

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

• Governance proposal seeks to declassify the board, moving to annual director elections and allowing removal of directors with or without cause.