Tilray Brands Inc.

06/10/2025 | Press release | Distributed by Public on 06/10/2025 15:01

Proxy Results (Form 8-K)

Item 5.07
Submission of Matters to a Vote of Security Holders.

On June 10, 2025, Tilray Brands, Inc. (the "Company") held a special meeting of stockholders (the "Special Meeting"). The matters voted on at the Special Meeting were:


1.
The approval of an amendment to the Company's Fifth Amended and Restated Certificate of Incorporation to effect a reverse stock split of its common stock by a ratio of not less than one-for-ten and not more than one-for-twenty, with the exact ratio to be set within this range by the board of directors (the "Board of Directors") in its sole discretion (without reducing the authorized number of shares of common stock) and with the Board of Directors able to elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders in its sole discretion (the "Amendment Proposal"), and


2.
The approval of the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there were not sufficient votes in favor of the Amendment Proposal (the "Adjournment Proposal").

At the Special Meeting, all of the matters voted on were approved, based upon an aggregate of 1,009,180,997 shares of Common Stock outstanding as of April 15, 2025, the record date for the Special Meeting.

The Board of Directors will continue to consider whether and when to effect a reverse stock split that is in the best interest of the Company following such shareholder authorization on the Amendment Proposal at the Special Meeting.

The final voting results were as follows:

1. The Amendment Proposal

The votes were cast for this matter as follows:

Votes For
Votes Against
Abstentions
251,406,489
181,804,380
6,427,631

2. The Adjournment Proposal

The votes were cast for this matter as follows:

Votes For
Votes Against
Abstentions
268,900,019
157,977,196
12,761,285

Tilray Brands Inc. published this content on June 10, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 10, 2025 at 21:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io