Tilray Brands, Inc.
For the period ended Nov 18, 2025. Filed Sep 26, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 18, 2025 · Filed Sep 26, 2025
Contents
2025 PROXY STATEMENT
Dear Fellow Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders (“Annual Meeting”) of Tilray Brands, Inc. (the “Company”) to be held on Tuesday, November 18, 2025, at 11:00 a.m. EST. The Annual Meeting will be held in a virtual format, via live webcast over the internet.
Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the Annual Meeting.
Our Board of Directors (the “Board”) urges you to read the accompanying Proxy Statement and recommends that you vote “FOR”:
| • | The election of John Herhalt as the Class I director nominee, to serve until his term expires or until his successor is duly elected and qualified, as described herein; |
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| • | The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2026; |
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| • | Approval of the non-binding advisory resolution on the named executive officer compensation; |
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| • | Approval of the governance changes to the Company’s Fifth Amended and Restated Certificate of Incorporation (the “Charter”) to (i) declassify the Board and provide that all directors will be elected at each annual meeting of stockholders and (ii) eliminate the provision of the Charter that allows stockholders to remove directors only for cause (collectively, the “Governance Proposal”); and |
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| • | Any other business properly brought before the Annual Meeting. |
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Your vote is important to us. Whether or not you plan to attend the Annual Meeting virtually, we encourage you to vote your shares. Accordingly, we request that as soon as possible, you vote via the Internet or, if you have received printed proxy materials, you vote via the Internet, by telephone or by mailing your completed proxy card or voting instruction form.
If you have any questions, or need any assistance in voting your shares, please contact a Tilray representative at 1-844 468 8579 (1-844-INV-TLRY) or by email at Investors@Tilray.com.
WE ARE GRATEFUL FOR YOUR CONTINUED SUPPORT AND WILL WORK EVERYDAY TO TAKE FULL ADVANTAGE OF ALL OPPORTUNITIES TO ENHANCE LONG-TERM VALUE.
Thank you for your interest and investment in Tilray Brands, Inc.
Sincerely,
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.