Canopy Growth Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION​

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )​

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under §240.14a-12

​

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

​

☐

Fee paid previously with preliminary materials.

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

​

2026 Proxy Statement​

And Notice of Annual General and Special Meeting of Shareholders

To be held on Friday, September 25, 2026​

This proxy statement contains proposals to be voted on at the Meeting and other information about Canopy Growth Corporation (the “Company,” “Canopy Growth” “our” or “we”) and our corporate governance practices. Below we provide a brief summary of certain information contained in this proxy statement. The summary does not contain all of the information you should consider. Please read the entire proxy statement carefully before voting.

VOTING MATTERS

​

Board Overview

​

​

(1)

Corporate Governance, Compensation and Nominating Committee.

​

Corporate Governance Highlights

​

Compensation Strategy and Decisions

​

Executive Compensation Decisions in Fiscal 2026

The Corporate Governance, Compensation and Nominating Committee (“CGCN Committee”) recommends to the Board the Company’s approach to executive compensation, including the compensation of the Chief Executive Officer (“CEO”) and his direct reports. Following a comprehensive review of our compensation philosophy, policies and incentive programs in Fiscal 2026, the Company continued to apply its enhanced approach to executive compensation in a challenging Fiscal 2026 environment.

Short-Term Incentives

In Fiscal 2026, the CGCN Committee approved a performance-based bonus for our NEOs (as defined below under the heading “Compensation Discussion and Analysis”), totaling 110.4% of target. This decision is grounded in notable achievements: with 24.2% against the Adjusted EBITDA (as defined below under the heading “Non-GAAP Financial Measures”) target and 61.5% against the revenue target, which were impacted by broader industry headwinds and continued market volatility. Despite these financial challenges, the Company delivered on key corporate objectives at 195.1% against target.

The corporate objectives established and certified by the CGCN Committee as having been achieved at a superior level which included cash management, new product development, and sourcing of product internationally. These priorities were designed to drive long-term sustainability and align operations with the Company’s strategic plan. The executive teams’ performance in these areas was critical to maintaining operational discipline, fostering innovation, and positioning the Company for future growth.

Although the financial metrics fell below target, the approved STIP (as defined below under the heading “Short Term Incentives”) payout reflects a balanced view of performance across all metrics, recognizes the executive team’s strategic contributions during a complex fiscal year, and supports ongoing talent retention and alignment with shareholder interests.

Long-Term Incentives

All NEOs who were employed by the Company at the start of Fiscal 2026 participated in the Company’s long-term incentive program. For Fiscal 2026, the Company’s long-term incentive program consisted exclusively of restricted stock units and stock options. The Company’s long-term incentive program is designed to align executive compensation with long-term shareholder value creation and to support the retention of key talent through equity-based awards.

In connection with his appointment as Chief Financial Officer (“CFO”), Mr. Stewart received an additional equity award outside of the Company’s annual grant cycle. This award was provided to align his compensation with the scope and responsibilities of the CFO role and is consistent with the Company’s approach to executive transitions.

Conclusion

​

The Board aims to provide clear and comprehensive disclosure of the Company’s oversight and decision making. We continue to welcome any feedback as the Board and the Company continue to evolve.

NOTICE OF 2026 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD FRIDAY, SEPTEMBER 25, 2026

NOTICE HEREBY IS GIVEN that the 2026 Annual General and Special Meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Shares” or “Canopy Shares”) of Canopy Growth Corporation (the “Company”) will be held on Friday, September 25, 2026, at 1:00 p.m., Toronto time, via live audio webcast online at www.virtualshareholdermeeting.com/WEED2026. The Meeting will be held for the following purposes:

to receive and consider the audited consolidated financial statements of the Company as at March 31, 2026 and 2025 and for each of the years in the three-year period ended March 31, 2026, together with the auditors’ report thereon;

​

to elect to the board of directors of the Company (the “Board”) the five director nominees named in the attached proxy statement for the ensuing year;

​

to appoint MNP LLP as the Company’s auditor and independent registered public accounting firm for the fiscal year ending March 31, 2027 and to authorize the Board or any responsible committee thereof to fix their remuneration;

​

to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving the amendment to the articles of the Company to provide that: (i) the authorized capital of the Company be altered by consolidating all of the issued and outstanding Shares and Exchangeable Shares (as defined in the attached proxy statement) on the basis of a ratio to be determined by the Board, in its sole discretion, within a range of one post-consolidation share for every five to fifteen outstanding pre-consolidation shares, at any time prior to September 25, 2027 (or the date that is 12 months immediately following the date that any adjourned or postponed Meeting is reconvened or held, as the case may be), with the exact ratio to be set at a whole number within this range by the Board in its sole discretion and applicable for both the Shares and Exchangeable Shares; and (ii) any fractional shares arising from the consolidation of the Shares and Exchangeable Shares will be deemed to have been tendered by its registered owner to the Company for cancellation for no consideration;

​

to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution ratifying and approving the adoption of By-Law No. 2 of the Company, which establishes advance notice and certain other requirements for shareholders to propose director nominations for shareholder meetings;

​

to consider and, if deemed advisable, pass, with or without variation, an ordinary resolution approving all unallocated entitlements under the Company’s Omnibus Incentive Plan;

​

to adopt, on an advisory (non-binding) basis, a resolution approving the compensation of the Company’s “named executive officers,” as described in the attached proxy statement;

​

to conduct an advisory (non-binding) vote on the frequency of future advisory (non-binding) votes on the compensation of the Company’s “named executive officers”; and

​

to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

​

The Board is not aware of any other business to be presented to a vote of the Shareholders at the Meeting.

This year, we will hold the Meeting in a virtual only format, which will be conducted via live audio webcast. Registered Shareholders and duly appointed proxyholders, including non-registered Shareholders who have duly appointed themselves as proxyholder, will have an equal opportunity to participate in the Meeting online regardless of their geographic location. At the Meeting, Shareholders will have the opportunity to ask questions and vote on all matters put before the Meeting. We believe hosting the Meeting virtually will enable increased Shareholder attendance and will encourage more active Shareholder engagement and participation at the Meeting. We encourage Shareholders to participate in the Meeting. You will find important information and detailed instructions about how to participate in our virtual Meeting in the attached proxy statement.

The Board has fixed the close of business on July 31, 2026 as the record date for determining the Shareholders entitled to receive notice of, and to vote at, the Meeting and any adjournment or postponement thereof.

The Board has fixed 1:00 p.m. Toronto time on Wednesday, September 23, 2026 (or 48 hours, excluding non-business days, before any adjourned or postponed Meeting) as the time by which proxies have to be deposited with the Company or its agent to be acted upon at the Meeting. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting, at the Chair’s discretion, with or without notice.

Non-registered Shareholders who have not duly appointed themselves as proxyholder will be able to listen to the Meeting and ask questions but will not be able to vote. Guests may also attend but will not be able to ask questions or vote at the Meeting. A registered Shareholder who wishes to appoint a person other than the management nominees identified on the proxy form must carefully follow the instructions in the attached proxy statement and on their proxy form.

For the majority of Shareholders, voting will be facilitated by Broadridge Financial Solutions and its affiliates (“Broadridge”). These Shareholders will receive a form of proxy or voting instruction form from Broadridge with a 16-digit control number, which can be used to vote:

•

Online: http://proxyvote.com

​

•

By Phone:1-800-474-7493 (English) or 1-800-474-7501 (French)

​

•

By Mail: Using the prepaid envelope accompanying the Form of Proxy or Voting Instruction Form

​

Many shareholders are also eligible to vote quickly and conveniently over the phone by contacting the Company’s proxy solicitation agent, Sodali & Co. (“Sodali”), at 1-833-830-8205 toll free in North America or 1-289-695-3075 collect outside North America or by email at CGC@investor.sodali.com.

Whether or not you expect to attend the Meeting, please submit your vote in advance of the Meeting to ensure your vote is counted.

By order of the Board of Directors,

Toronto, Ontario