Lexaria Bioscience Corp.
For the period ended Jan 27, 2026. Filed Dec 10, 2025.
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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.
Jan 27, 2026 · Filed Dec 10, 2025
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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
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 Pursuant to Rule 14a-12 |
Lexaria Bioscience Corp.
Name of the 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 the appropriate box):
| ☒ | No fee required. | |
|---|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| 1. | Title of each class of securities to which transaction applies: | |
| 2. | Aggregate number of securities to which transaction applies: | |
| 3. | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
| 4. | Proposed maximum aggregate value of transaction: | |
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| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| 1. | Amount Previously Paid: | |
| 2. | Form, Schedule or Registration Statement No.: | |
| 3. | Filing Party: | |
| 4. | Date Filed: | |
| 2026 ANNUAL MEETING Place: Time: Date: CORPORATE DATA | Letter to the Shareholders Notice of Annual Meeting of Shareholders Definitive Proxy Statement Proxy Card Lexaria Bioscience Corp. 100 – 740 McCurdy RoadKelowna, British Columbia 1:00 p.m. (PT) January 27, 2026 Directors and Executive OfficersRichard Christopher, Director & CEOJohn Docherty, Director, President & CSOChris Bunka, Director & ChairmanMichael Shankman, CFONicholas Baxter, DirectorWilliam Edward (Ted) McKechnie, DirectorAlbert Reese Jr., DirectorBal Bhullar, Director Registrar and Transfer AgentComputershare Investor Services510 Burrard Street, 3rd FloorVancouver, BC V6C 3B9 AuditorMaloneBailey LLP10370 Richmond AvenueSuite 600Houston, TX 77042 ListingNasdaq (LEXX) |
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I
December 10, 2025
Dear Shareholder:
We are pleased to invite you to our 2026 annual shareholder meeting to be held on January 27, 2026, via Event Conferencing. We strongly recommend that you vote by proxy (pursuant to the instructions contained in your proxy form) or attend our 2026 annual shareholder meeting by way of joining our Event Conferencing session via the following number: for Toronto residents 416-764-8658 or toll-free at 1-888-886-7786. You will be provided with an opportunity to vote on the proposals contained in the attached proxy circular at the event conferencing session. The proxy materials are first being made available to our shareholders on or about December 10, 2025. The meeting will begin promptly at 1:00 p.m. PT.
In order to facilitate clear communications, all participants will be placed in lecture mode and will have their microphones muted. We welcome any questions that you may have regarding the proposals and encourage you to email them to the Company in advance of the meeting. Please provide your questions to our Head of Legal, Vanessa Carle at vcarle@lexariabioscience.com as we will only have time to answer questions on proposals that are submitted in advance and a maximum of two (2) questions per proposal during the Meeting. When we come to each proposal that requires a vote, we will have the moderator provide instructions on the process for asking questions for the purposes of discussion on the proposal. Once the questions have been responded to, the moderator will provide instructions on the method of voting on the proposal.
In addition to the matters described in the Notice of Annual Meeting of Shareholders and the Proxy Statement, we will be conducting a question and answer session after the termination of the meeting (the “Q & A Session”) regarding Lexaria’s strategic business plan and the status of its research study programs, all as initially outlined in the Company’s strategic letter issued on January 30, 2025 and available at https://lexariabioscience.com/2025/01/30/lexaria-releases-annual-letter-from-the-ceo-3/.The Q & A Session will entail the Chief Executive Officer answering questions that were submitted in advance of the Meeting; it should be noted that no new questions will be taken from attendees during the Q & A session. We strongly desire the opportunity to address any questions that you might have, so in order to ensure that we are able to address as many general questions as possible, we encourage you to forward your questions in advance of the meeting by emailing our Head of Legal, Vanessa Carle at vcarle@lexariabioscience.com who will then ensure that they are answered at the end of the meeting.
I look forward to meeting with you and sharing our Company’s updates.
Sincerely,
/s/ Richard Christopher
Richard Christopher
Chief Executive Officer
II
LEXARIA BIOSCIENCE CORP.
100 – 740 McCurdy Road
Kelowna, BC, Canada V1X 2P7
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 27, 2026
NOTICE IS HEREBY GIVEN that Lexaria Bioscience Corp., a Nevada corporation (“Lexaria”, “Company”, “we”, “us”, or “our”), will hold an Annual Meeting of shareholders (the “Meeting”) via Event Conferencing (the call in number for Toronto residents is 416-764-8658 or toll-free at 1-888-886-7786) whereby the Chief Executive Officer of the Company will conduct the formal business of the meeting from the Company’s head office located at Unit 100 – 740 McCurdy Road, Kelowna, BC, Canada, V1X 2P7, at 1:00 p.m. (PT), onTuesday, January 27, 2026for the following purposes:
| 1. | to elect the following seven Director nominees, Richard Christopher, John Docherty, Christopher Bunka, Nicholas Baxter, William Edward (Ted) McKechnie, Albert Reese Jr., and Bal Bhullar as Directors to serve our Company for the ensuing year or until their successors are elected; |
| 2. | to ratify the appointment of MaloneBailey LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2026, and to allow the Directors to set the remuneration; |
| 3. | to ratify and approve all acts of the Directors, lawfully made, since the last shareholders’ meeting; |
| 4. | to transact such other business as may properly come before the Meeting or any adjournment of postponement thereof. |
Our Board of Directors has fixed the close of business onDecember 1, 2025, as the record date (the “Record Date”) for the determination of the shareholders entitled to notice of, and to vote at, the Meeting or any adjournment thereof. Only the shareholders of record on the Record Date are entitled to vote at the Meeting.
Whether or not you plan on attending the Meeting, we ask that you vote by proxy by following instructions provided in your proxy card as promptly as possible. If your shares are held of record by a broker, bank, or other nominee, please follow the voting instructions sent to you by your broker, bank, or other nominee in order to vote your shares.
Sincerely,
By Order of the Board of Directors
| Per: | /s/ Richard Christopher |
|---|---|
| Richard Christopher | |
| Chief Executive Officer & Director |
Date: December 10, 2025
**Important Notice Regarding Availability of Proxy Materials for the Stockholders’ Meeting To Be Held on January 27, 2026.**This notice of meeting, the proxy statement for the meeting and our Annual Report on Form 10-K for the fiscal year ended August 31, 2025, are available at www.colonialstock.com/LEXX2026. The proxy materials are first being made available to our shareholders on or about December 10, 2025.
III
TABLE OF CONTENTS
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | III |
|---|---|
| PROXY STATEMENT | 1 |
| GENERAL INFORMATION ABOUT THE MEETING OF SHAREHOLDERS | 1 |
| What items will be voted at the Meeting? | 1 |
| How does the Board recommend I vote on the proposals? | 2 |
| Who can vote at the Meeting? | 2 |
| How many votes do you have? | 2 |
| How can you Vote? | 2 |
| Quorum | 3 |
| Dissenting Shareholder Rights | 3 |
| What does it mean if I receive more than one proxy card? | 3 |
| What vote is required for the election of Directors or for the approval of a proposal? | 3 |
| Counting of Votes | 4 |
| Can I change my vote after submitting my proxy? | 4 |
| How can I attend the Event Conferencing Meeting? | 4 |
| How can I ask questions? | 4 |
| How do I Access Technical Support? | 5 |
| Who pays for the cost of proxy preparation and solicitation? | 5 |
| Voting Securities and Principal Holders Thereof | 5 |
| Security Ownership of Certain Beneficial Owners and Management | 6 |
| DIRECTOR NOMINEES | 7 |
| Board Diversity | 7 |
| Business Experience | 7 |
| Executive Officers | 10 |
| Family Relationships | 10 |
| Involvement in Certain Legal Proceedings | 10 |
| Corporate Governance | 11 |
| Committees of the Board of Directors | 13 |
| AUDIT AND FINANCE COMMITTEE REPORT | 14 |
| Director Independence | 15 |
| Shareholder Communications with Our Board of Directors | 15 |
| Board Leadership Structure | 15 |
| Risk Oversight | 15 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 16 |
| Executive Compensation | 16 |
| Compensation Discussion and Analysis | 19 |
| Compensation Plans | 22 |
| Other Forms of Compensation | 23 |
| Pay vs Performance | 25 |
| Compensation of Directors | 26 |
| Securities Authorized for Issuance under Equity Compensation Plans | 26 |
| Transactions with Related Persons and Related Person Transaction Policy | 27 |
| Anti-Hedging Policy | 27 |
| Employment Agreements | 27 |
| Fees Paid to Our Independent Registered Public Accounting Firm | 27 |
i
Table of Contents
| PROPOSALS FOR SHAREHOLDER VOTE | 29 |
|---|---|
| Proposal 1 Election of Directors | 29 |
| Proposal 2 Ratification of the Continued Appointment of the Independent Registered Public Accounting Firm | 29 |
| Proposal 3 Ratification and Approval of Acts of the Directors | 30 |
| INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON | 30 |
| “HOUSEHOLDING” OF PROXY MATERIALS | 30 |
| SHAREHOLDER PROPOSALS | 30 |
| WHERE YOU CAN FIND MORE INFORMATION | 31 |
| SOLICITATION OF PROXIES | 31 |
| OTHER MATTERS | 31 |
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Table of Contents
LEXARIA BIOSCIENCE CORP.
100 – 740 McCurdy Road
Kelowna, BC, Canada V1X 2P7
Telephone: (250) 765-6424
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.