On October 31, 2024, a class action complaint was filed against Tilray Brands, Inc. by Nabil Salama on behalf of a putative class of stockholders, with Tilray and its Board of Directors named as defendants. The complaint alleges that Tilray's proxy statements for its 2023 and 2024 Annual Meetings of Stockholders contained false and misleading information regarding the voting standard required for the approval of proposals to increase the number of authorized shares of common stock. The plaintiff asserts that the proposals were not validly approved under the majority-of-votes-cast standard as claimed, but rather required a majority-of-outstanding-shares standard as per the company's charter and Delaware law. The action seeks to prevent Tilray from holding a vote...Show More

On October 31, 2024, a class action complaint was filed against Tilray Brands, Inc. by Nabil Salama on behalf of a putative class of stockholders, with Tilray and its Board of Directors named as defendants. The complaint alleges that Tilray's proxy statements for its 2023 and 2024 Annual Meetings of Stockholders contained false and misleading information regarding the voting standard required for the approval of proposals to increase the number of authorized shares of common stock. The plaintiff asserts that the proposals were not validly approved under the majority-of-votes-cast standard as claimed, but rather required a majority-of-outstanding-shares standard as per the company's charter and Delaware law. The action seeks to prevent Tilray from holding a vote on the 2024 proposal at the upcoming annual meeting and to correct the alleged misinformation. Tilray disagrees with the allegations and intends to defend against the lawsuit vigorously, believing that the voting standard and the shareholder approvals are consistent with Delaware law. The company is seeking shareholder approval for the 2024 proposal, which it believes will provide business and financial flexibility, including potential acquisitions. Institutional Shareholder Services Inc. has recommended a vote in favor of the proposal. The case is filed in the Court of Chancery of the State of Delaware.