Tilray Brands Inc
For the period ended Jun 10, 2025. Filed Apr 28, 2025.
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Jun 10, 2025 · Filed Apr 28, 2025
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DEF 14A 1 ny20045837x2_def14a.htm DEF14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under Rule 14a-12 |
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Tilray Brands, Inc.
(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. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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April 28, 2025
To Our Stockholders:
You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Tilray Brands, Inc., a Delaware corporation (the “Company”), to be held on June 10, 2025, beginning at 11 a.m. Eastern time. We have decided to hold the Special Meeting virtually via live audio webcast on the internet. We believe hosting a virtual meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders, and reduces the cost and environmental impact of the Special Meeting. You will be able to attend the Special Meeting, vote, and submit your questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/TLRY2025SM. You will not be able to attend the Special Meeting in person.
Details regarding the Special Meeting, the business to be conducted at the Special Meeting, and information about the Company that you should consider when you vote your shares are described in the accompanying proxy statement.
We hope you will be able to attend the Special Meeting. Whether you plan to attend the Special Meeting or not, it is important that you cast your vote either in person or by proxy. You may vote over the internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in the proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the Special Meeting, whether or not you can attend.
Thank you for your continued support of the Company.
Sincerely,
Irwin D. Simon
Chairman, President and Chief Executive Officer
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on June 10, 2025
Dear Stockholder:
You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Tilray Brands, Inc., a Delaware corporation. The Special Meeting will be held on June 10, 2025, beginning at 11 a.m. Eastern time via a live webcast at www.virtualshareholdermeeting.com/TLRY2025SM. You will not be able to attend the Special Meeting in person. The Special Meeting will be held for the following purposes:
| 1. | The approval of an amendment to our Fifth Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock by a ratio of not less than one-for-ten and not more than one-for-twenty (the “Reverse Stock Split”), with the exact ratio to be set within this range by our board of directors (the “Board of Directors”) in its sole discretion (without reducing the authorized number of shares of our common stock) and with our Board of Directors able to elect to abandon such proposed amendment and not effect the Reverse Stock Split authorized by our 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 are not sufficient votes in favor of the Amendment Proposal. |
These items of business are more fully described in the proxy statement accompanying this notice.
The record date for the Special Meeting is April 15, 2025. Only stockholders of record at the close of business on that date may vote at the Special Meeting or any adjournment or postponement thereof.
All stockholders are cordially invited to attend the Special Meeting. Whether you plan to attend the Special Meeting or not, we urge you to vote and submit your proxy by the internet, telephone, or mail in order to ensure the presence of a quorum.
It is important that your shares be represented and voted whether or not you plan to attend the Special Meeting virtually. You may vote on the internet, by telephone, or by completing and mailing a proxy card or voting instruction form. Submitting your proxy over the internet, by telephone, or by mail will ensure your shares are represented at the Special Meeting. You may change or revoke your proxy at any time before it is voted at the Special Meeting. Please read the enclosed information carefully before voting.
Your vote is important. Even if you plan to attend the Special Meeting, we urge you to submit your proxy or voting instructions as soon as possible.
At the direction of the Board of Directors,
Mitchell Gendel
Global General Counsel and Corporate Secretary
New York, New York
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 2025
This Proxy Statement, the Notice of Special Meeting of Stockholders and our form of proxy card are available for viewing at www.proxyvote.com. To view these materials please have your 16-digit control number available that appears on your proxy card.
Additionally, you can find a copy of our Annual Report on Form 10-K, which includes our financial statements for the fiscal year ended May 31, 2024, on the website of the Securities and Exchange Commission at www.sec.gov, or on our website at www.tilray.com. You may also obtain a printed copy of our Annual Report on Form 10-K for the year ended May 31, 2024, including our financial statements, free of charge, from us by (i) calling 800-579-1639; (ii) sending an email to sendmaterial@proxyvote.com; or (iii) logging onto www.proxyvote.com using the credentials provided on your Notice or proxy card.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.