Canopy Growth delays share consolidation vote after meeting lacks quorum
The Sept. 25 meeting lacked quorum, leaving shareholders until 9 a.m. EDT on Oct. 23 to submit proxies before the reconvened vote.
Theo Marchetti
An Ontario-based cannabis issuer's Sept. 25 shareholder meeting was adjourned for lack of quorum, leaving its proposed share consolidation for an Oct. 23 vote. Holders of Canopy Growth Corporation TSEWEED NASDAQCGC have until 9 a.m. EDT on Oct. 23 to submit proxies before the reconvened 1 p.m. EDT meeting.
TSEWEED shares closed at C$1.34 in Toronto at 4 p.m. EDT on Sept. 25, up 0.75 per cent from the previous close. NASDAQCGC ended at US$0.94 in New York at 4 p.m. EDT on Sept. 25, up 1.35 per cent.
The Aug. 7 definitive proxy identifies the share consolidation as Proposal 3. Canopy said in its Aug. 17 mailing notice that shareholders authorized a similar proposal in 2025 but directors did not implement it. The same notice says directors may decide against implementation even if shareholders approve the new proposal.
Canopy convened the Sept. 25 meeting and then adjourned it because too few shares were represented to conduct business, its Sept. 25 release said. The meeting will reconvene by audio webcast at 1 p.m. EDT on Oct. 23. Proxy voting closes at 9 a.m. EDT that day, giving holders another opportunity to reach the threshold.
A Third of Shares Must Be Represented
"Shareholders who have already voted do not need to vote again, and previously submitted proxies will remain valid," Canopy said in its Sept. 25 release.
Nasdaq rules and Canopy's by-laws require holders of 33 1/3 per cent of outstanding shares entitled to vote to be present or represented by proxy. The threshold comes before any decision on the consolidation or the other resolutions. Canopy said it will continue soliciting votes during the adjournment.
Shareholders of record at the close of July 31 remain eligible for the reconvened meeting, according to the release. The company provides meeting access and voting instructions on its investor page.
Seven Proposals Remain on the Ballot
The proxy statement also asks shareholders to elect five directors and appoint MNP LLP as auditor. Its other proposals concern an advance notice by-law, renewal of unallocated entitlements under the omnibus incentive plan and advisory votes on executive pay and how often to hold those votes.
The board recommended voting for the first six proposals and choosing an annual say-on-pay vote for the seventh, the company said in its Aug. 17 mailing notice. Its recommendation on the consolidation asks for authority, while the notice leaves implementation to directors after the vote.
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The next decision is scheduled for the reconvened Oct. 23 meeting, if enough shares are represented to vote on the consolidation and the other proposals. The proxy deadline is 9 a.m. EDT, ahead of the 1 p.m. EDT webcast.
