Canopy Growth Corp 8-K

What Happened

• Canopy Growth Corporation’s Board approved By‑Law No. 2 (the “Advance Notice By‑Law”) on May 26, 2026. The by‑law became effective upon Board approval but must be submitted to shareholders at the next meeting for confirmation under Section 103 of the Canada Business Corporations Act (CBCA). The company expects to present it at its annual general meeting, currently expected in September 2026. If shareholders reject the by‑law, it will cease to be effective; if confirmed (or confirmed as amended) it will remain in effect.

Key Details

• Approval date: May 26, 2026; expected shareholder vote: annual meeting in September 2026.
• The by‑law establishes who is eligible to nominate director candidates: nominations by the Board, by shareholder proposals/requisitions under the CBCA, or by a “Nominating Shareholder” who meets ownership and procedural requirements.
• Notice deadlines: for annual meetings, generally no later than the 90th day before the first anniversary of the prior year’s meeting (with specified exceptions); for special meetings to elect directors, no later than the later of the 90th day prior or the 10th day after public announcement of the meeting date. Adjournments do not extend these deadlines.
• Required disclosures: a nominating shareholder must deliver detailed written notice including the same information that would be required in a dissident proxy statement or comparable filings under applicable securities laws; notices must be updated after the record date and again shortly before the meeting. The Board may waive requirements in its discretion. The full by‑law is attached as Exhibit 3.1.

Why It Matters

• The Advance Notice By‑Law creates a formal, written process and specific timing and disclosure rules for shareholder nominations of directors. For investors, this means eligibility to have a nominee considered at a shareholder meeting will now depend on meeting the by‑law’s procedural and disclosure requirements (unless shareholders vote to reject it). The shareholder vote expected in September 2026 will determine whether the by‑law remains in effect.