DEFA14A: ISS Backs Canopy Growth Resolutions

Leading independent proxy advisory firm Institutional Shareholder Services Inc. (ISS) has recommended Canopy Growth shareholders vote FOR all resolutions at the upcoming Annual General and Special Meeting.

Summary

• Leading independent proxy advisory firm Institutional Shareholder Services Inc. (ISS) has recommended Canopy Growth shareholders vote FOR each of the resolutions to be approved at the upcoming Annual General and Special Meeting of Shareholders.
• The Annual General and Special Meeting will be a virtual meeting, held via live audio webcast on Tuesday, September 26, 2025, at 1:00 p.m. Toronto Time.
• The proxy voting deadline for shareholders is Wednesday, September 24, 2025, at 1:00 p.m. Toronto Time.
• Shareholders of record as of the close of business on August 1, 2025, are eligible to vote at the Meeting.
• A quorum at the Meeting consists of the presence, in person, by remote communication or by proxy, of the holders of 33 1/3% of the outstanding shares entitled to vote.
• Achieving quorum is critical to avoid the Company incurring additional costs due to a potential meeting adjournment.

Sentiment

Score: 7

Explanation: The recommendation from a leading independent proxy advisory firm like ISS to vote FOR all resolutions is a positive signal, indicating external validation of management's proposals. However, the emphasis on achieving quorum highlights a potential challenge in shareholder engagement, slightly tempering the overall positive sentiment.

Positives

• Leading independent proxy advisory firm ISS recommended shareholders vote FOR all resolutions, aligning with the Board of Directors' recommendation.
• The ISS recommendation provides external validation for the company's proposed resolutions.

Negatives

• The Company will incur additional costs if a quorum is not achieved, requiring the meeting to be adjourned.

Risks

• Failure to achieve the required quorum of 33 1/3% of outstanding shares at the Annual General and Special Meeting could lead to the meeting's adjournment and result in the Company incurring additional costs.

Future Outlook

The company is focused on ensuring strong shareholder participation to achieve quorum for the upcoming Annual General and Special Meeting, thereby avoiding additional costs and successfully passing the proposed resolutions with the backing of ISS.

Management Comments

• The Board of Directors of Canopy Growth recommends that Shareholders vote FOR All Resolutions.

Industry Context

Canopy Growth operates in the global cannabis market, with principal operations in Canada, Europe, and Australia. It has also established an ecosystem to capitalize on opportunities in the U.S. THC market through an unconsolidated, non-controlling interest in Canopy USA, LLC, which includes ownership of Acreage Holdings, Wana Wellness, and Jetty. This filing represents a standard corporate governance update for a publicly traded company within this evolving industry.

Stakeholder Impact

• Shareholders: Directly impacted by the voting process and the outcome of the resolutions. Their active participation is crucial for achieving quorum and avoiding additional costs for the company.
• Company: Faces potential additional costs if quorum is not met, which would necessitate adjourning the meeting.

Next Steps

• Shareholders are encouraged to submit their proxies as soon as possible, and well in advance of the September 24, 2025, deadline.
• Shareholders can attend the virtual Annual General and Special Meeting on September 26, 2025, at www.virtualshareholdermeeting.com/WEED2025.

Key Dates

Recommendation

The filing provides a positive procedural update regarding ISS's recommendation for the upcoming shareholder meeting. While this is a favorable development for management's proposals, it does not contain new financial performance data, strategic shifts, or material operational updates that would fundamentally alter the investment thesis. Therefore, a 'hold' recommendation is appropriate, awaiting more substantive financial or strategic disclosures.

Keywords

Canopy Growth, ISS, Proxy Vote, Shareholder Meeting, Corporate Governance, Cannabis, WEED, CGC, Resolutions