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): November 22, 2021

Tilray, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-38594
 
82-4310622
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

655 Madison Avenue, 19th Floor, New York, New York 10065
(Address of principal executive offices, including zip code)

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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Class 2 Common stock, par value $0.0001 per share
 
TLRY
 
The NASDAQ Global Select Market

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 November 22, 2021, Tilray, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”), at which a quorum was present.

At the Annual Meeting, stockholders considered and voted to approve the following proposals, each of which is described in more detail in the Company’s proxy statement   dated September 24, 2021 (the "Proxy Statement"): (1) the election of Class I, Class II and Class III directors to serve until their respective terms expire or until their successors are duly elected and qualified; (2) the approval of the non-binding advisory resolution on the named executive officer compensation; and (3) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the current fiscal year.

Proposal No. 1 -

Election of Class I Directors
Nominees
 
For
 
Withheld
 
Broker
Non-Votes
Brendan Kennedy
 
44,804,102
 
13,065,829
 
142,643,742
John M. Herhalt
 
54,535,728
 
3,334,203
 
142,643,742
Walter Robb
 
53,487,054
 
4,382,877
 
142,643,742

Election of Class II Directors

Nominees
 
For
 
Withheld
 
Broker
Non-Votes
Irwin D. Simon
 
54,412,239
 
3,457,692
 
142,643,742
Renah Persofsky
 
53,209,361
 
4,660,570
 
142,643,742
David Clanachan
 
53,481,773
 
4,388,158
 
142,643,742

Election of Class III Directors

Nominees
 
For
 
Withheld
 
Broker
Non-Votes
Jodi Butts
 
52,172,215
 
5,695,716
 
142,643,742
David Hopkinson
 
53,692,426
 
4,177,505
 
142,643,742
Thomas Looney
 
54,526,443
 
3,343,488
 
142,643,742


Proposal No. 2-Approval, on an Advisory (Non-Binding) Basis, of The Compensation of our Named Executive Officers

For
35,224,384
Against
20,730,104
Abstain
1,915,443
Broker Non-Votes
142,643,742

Proposal No. 3- Ratification of Selection of Independent Registered Public Accounting Firm

For
194,771,981
Against
3,954,458
Abstain
1,787,234
Broker Non-Votes
—



SIGNATURE

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 hereunto duly authorized.

 
TILRAY, INC.
     
Dated: November 22, 2021
By:
/s/ Mitchell Gendel
   
Mitchell Gendel
   
Global General Counsel