Why is the Board submitting Proposal 2?
At the annual meeting of stockholders held on May 28, 2020,
our stockholders approved a proposal that the Board submit a
separate resolution on the compensation of its named executive
officers to Tilray’s stockholders for an advisory vote every two
years in its proxy materials. For this reason, the Board is
submitting Proposal 2 (to approve, the non-binding advisory
resolution, on the named executive officer compensation). The next
required vote on the frequency of stockholder votes on the
compensation of Tilray’s named executive officers would be at the
2023 Annual Meeting of Stockholders of Tilray, unless presented by
the Board earlier.
The Annual Meeting - Monday, November 22, 2021, at 11:00 a.m.
Why am I receiving these materials?
In connection with its solicitation of proxies for use at our
Annual Meeting, our Board (i) has made these materials
available to you via the Internet or, upon your request, via email,
or (ii) upon your request, has delivered or will deliver
printed versions of these materials to you by mail. Only
stockholders of record at the close of business on
September 24, 2021 (the “Record Date”) will be entitled to
vote at the Annual Meeting. On this record date, there were
460,432,582 of Class 2 common stock (the “Common Stock”)
outstanding and entitled to vote. As a stockholder of record of our
Common Stock at the close of business on the Record Date for our
Annual Meeting, you are invited to attend the virtual Annual
Meeting, and are entitled to and requested to vote on the items of
business described in this Proxy Statement.
Why is the meeting being held virtually this year?
We believe that a virtual meeting will provide expanded stockholder
access and participation, improved communications, as well as
additional safeguards for health and safety in light of
developments related to COVID-19. You will be able to join the
Annual Meeting and vote and submit questions online during the
Annual Meeting by visiting
www.virtualshareholdermeeting.com/TLRY2021 and using the 16-digit
control number included on the Important Notice of Internet
Availability of Proxy Materials (Notice), on your proxy card, or on
your voting instruction form provided by your broker, bank or other
nominee. Online check-in will be available at the virtual meeting
site approximately 15 minutes prior to the beginning of the Annual
Why did I receive a notice in the mail regarding the Internet
availability of proxy materials instead of a full set of printed
Pursuant to rules adopted by the Securities and Exchange Commission
(“SEC”), we are making this Proxy Statement for the Annual Meeting
(the “Proxy Statement”) and our Annual Report for the fiscal year
ended May 31, 2021 (“Annual Report and, together with this
Proxy Statement, the “Proxy Materials”) available to stockholders
electronically via the Internet. Stockholders will be able to
access the Proxy Materials on the website referred to in the Notice
or request to receive printed copies of the Proxy Materials and a
proxy card. Instructions on how to access the Proxy Materials via
the Internet or to request a printed copy may be found in the
Notice and in this Proxy Statement. We believe that this electronic
process expedites your receipt of the Proxy Materials and reduces
the cost and environmental impact of printing Proxy Materials for
our Annual Meeting.
On or about September 24, 2021, stockholders of record and
beneficial owners of our Common Stock at the close of business on
the Record Date will be sent a Notice instructing them as to how to
receive their Proxy Materials via the Internet. The Proxy Materials
will be available on the Internet as of September 24,
How can I electronically access the Proxy Materials?
Beginning September 24, 2021, you can access the Proxy
Materials and vote your shares online at www.proxyvote.com. The Proxy Materials
are also available on our own website (https:www.tilray.com).
How can I obtain a full set of printed Proxy Materials?
If you prefer to receive paper copies of the Proxy Materials and a
proxy card, you may still do so. You may request printed materials
by (i) calling 800-579-1639 ; (ii) sending an email to
firstname.lastname@example.org ; or (iii) logging onto
the credentials provided on your Notice or proxy card.