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 electing three Class II directors, ratifying the auditor, and approving governance changes to declassify the Board and allow director removal without cause.

• Board emphasizes focus on strategic priorities, business strengthening, and long-term shareholder value.

Voting matters and shareholder proposals

• Shareholders will vote on electing David Clanachan, Renah Persofsky, and Irwin Simon as Class II directors for terms expiring in 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year ending May 31, 2027.

• Approval sought for governance changes: declassifying the Board and allowing removal of directors without cause.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

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

• Governance Proposal aims to move from a classified to an annually elected Board, increasing accountability.

• Board diversity highlighted, with 14.3% female directors and a range of backgrounds and expertise.

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

• All directors attended at least 75% of meetings in FY 2026.