CANOPY GROWTH CORP : Submission of Matters to a Vote of Security Holders (form 8-K)

Published: 2021-09-15 15:00:03 ET WEED.TO

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

On September 14, 2021, Canopy Growth Corporation ("Canopy Growth") held its 2021 Annual General and Special Meeting of Shareholders (the "Annual Meeting"). A total of 393,166,799 common shares were entitled to vote as of July 21, 2021, the record date for the Annual Meeting. There were 259,521,246 common shares represented at the Annual Meeting, at which the shareholders were asked to vote on four proposals, each of which is described in more detail in Canopy Growth's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on July 29, 2021 (the "Proxy Statement"). Set forth below are the matters acted upon by the shareholders, and the final voting results of each such proposal.

Proposal No. 1: Election of Director Nominees.

Votes regarding the election of the seven director nominees were as follows:

Director Name Votes For Votes Withheld Broker Non-Votes Judy A. Schmeling 192,271,526 2,748,610 64,501,111 David Klein 188,758,884 6,261,252 64,501,111 Robert Hanson 184,029,561 10,990,575 64,501,111 David Lazzarato 190,182,676 4,837,460 64,501,111 William Newlands 178,708,945 16,311,190 64,501,111 Jim Sabia, Jr. 186,092,787 8,927,349 64,501,111 Theresa Yanofsky 191,090,311 3,929,824 64,501,111

Based on the votes set forth above, Canopy Growth's shareholders elected each of the seven nominees set forth above to serve as a director of Canopy Growth until the next annual general meeting of shareholders or until his or her successor is duly elected and qualified.

Proposal No. 2: KPMG Re-Appointment.

The proposal to re-appoint KPMG LLP, Chartered Professional Accountants, as Canopy Growth's auditor and independent registered public accounting firm for the fiscal year 2022 and to authorize the Canopy Growth board to fix their remuneration received the following votes:

Based on the votes set forth above, Canopy Growth's shareholders approved the proposal to re-Appoint KPMG LLP.

Proposal No. 3: Confirmation and Ratification of Certain Amendments to Canopy Growth's By-Laws.

The confirmation and ratification of certain amendments to Canopy Growth's by-laws, as set forth in the Proxy Statement, received the following votes:

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Based on the votes set forth above, Canopy Growth's shareholders confirmed and ratified the by-law amendments.

Proposal No. 4: Advisory, Non-Binding Vote on Compensation of Canopy Growth's Named Executive Officers.

The advisory (non-binding) vote on the compensation of Canopy Growth's named executive officers, as set forth in the Proxy Statement, received the following votes:

Votes For Votes Against Abstain Broker Non-Votes 190,171,325 4,109,191 739,619 64,501,111

Based on the votes set forth above, Canopy Growth's shareholders approved, on an advisory basis, the compensation of Canopy Growth's named executive officers.

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