Item 5.07
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Submission of Matters to a Vote of Security Holders
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Special Meeting of Tilray Stockholders
On September 10, 2021, Tilray reconvened a special meeting of its stockholders (the “Special Meeting”) at which the stockholders voted on the proposals set forth below, each of which is described in greater detail in the proxy statement filed with the Securities and
Exchange Commission on June 25, 2021 (the “Proxy Statement”). As previously disclosed, the Special Meeting was originally
convened and then adjourned, without conducting any other business, on July 29, 2021, and subsequently reconvened and then adjourned, without conducting any other business on August 19, 2021.
As of June 22, 2021, the record date for the Special Meeting, there were 449,165,558 shares of Class 2 Common Stock, issued and outstanding. At the
Special Meeting, there were 263,682,846 shares of Class 2 Common Stock were present in person or represented by proxy, and the Authorized Share Proposal and the Adjournment Proposal (each as defined below) were approved by the stockholders.
The final voting results for each matter submitted to a vote of the stockholders at the Special Meeting are as follows:
Authorized Share Proposal —
To consider and vote on a proposal to approve the amendment to the second amended and restated certificate of incorporation (the “Certificate
of Incorporation”) to increase the authorized capital stock of Tilray from 743,333,333 shares to 990,000,000 shares of capital stock (the “Authorized Share Proposal”).
FOR
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AGAINST
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ABSTENTIONS
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3,237,116
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Opt-Out Proposal — To
consider and vote on a proposal to approve the amendment to the Certificate of Incorporation to elect not to be governed by Section 203 of Delaware General Corporation Law.
FOR
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AGAINST
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ABSTENTIONS
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161,535,526
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Act by Written Consent Proposal
— To consider and approve to approve the amendment to the Certificate of Incorporation to permit stockholders of the Company to take action by written consent.
Governance Proposals — To
consider and approve to approve the amendments to the Certificate of Incorporation related to the following governance changes: (a) eliminate the dual structure of Class 1 Common Stock and Class 2 Common Stock, and authorize the issuance of two
classes of stock of the Company; (b) declassify the board of directors of the Company; (c) remove limitations on the corporate opportunity doctrine; and (d) provide that the directors of the Company may be removed with or without cause at any
time by the holders of a majority of the voting power of the Company’s then-outstanding shares of capital stock, subject to the rights of holders of Preferred Stock.
Conforming Amendments Proposals
— To consider and approve to the amendments to the Certificate of Incorporation to effect other changes to the Certificate of Incorporation to eliminate certain provisions related to the Company’s prior status as a “controlled company,” which are
no longer applicable and to make other administrative and conforming amendments and changes as necessary in light of the foregoing proposals.
Adjournment Proposal—To
approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special Meeting to approve any of the proposals
described in the Proxy Statement (the “Adjournment Proposal”).
FOR
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AGAINST
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ABSTENTIONS
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6,736,041
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