UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 19, 2024
(Exact name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction
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(Commission File
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(IRS Employer
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of Incorporation)
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Number)
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Identification No.)
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(Address of Principal Executive Offices,
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (844 ) 845-7291
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
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Name of each exchange on which registered
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Symbol(s)
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value per share
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The
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 19, 2024, Tilray Brands, Inc. (the “Company”) held its reconvened 2024 annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present.
At the reconvened Annual Meeting, stockholders considered and voted on Proposal #3 (the “Authorized Shares Proposal”) to approve an increase to the number of shares of common stock the Company is authorized to issue from 1,208,000,000 to 1,426,000,000. The Authorized Shares Proposal is described in more detail in the Company’s Proxy Statement dated September 26, 2024.
Specifically, the Authorized Shares Proposal was formally approved by the vote of the Company’s stockholders at the reconvened Annual Meeting on December 19, 2024, as detailed in the voting results outlined below.
Proposal No. 3 – Approval of the Authorized Shares Proposal:
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For
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223,308,317
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Against
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153,472,546
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Abstain
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6,498,861
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Tilray Brands, Inc.
Date: December 19, 2024
By: /s/ Mitchell Gendel
Name: Mitchell Gendel
Title: Global General Counsel