TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OFthe Securities Exchange Act of 1934 (AMENDMENT NO.(Amendment No.   )
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 underPursuant to §240.14a-12
​
TILRAY, INC.Tilray, Inc.
​
​
(Name of Registrant as Specified in Itsits Charter)
​
​
 
​
​
(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)
​​
(1)
​​
Title of each class of securities to which transaction applies:
​
​
 
​​
​​
​
​
2)
​​
(2)
​​
Aggregate number of securities to which transaction applies:
​
​
 
​​
​​
​
​
3)
​​
(3)
​​
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set (set forth the amount on which the filing fee is calculated and state how it was determined):
​
​
 
​​
​​
​
​
4)
​​
(4)
​​
Proposed maximum aggregate value of transaction:
​
​
 
​​
​​
​
​
5)
​​
(5)
​​
Total fee paid:
​
​
 
​​
 ☐
​​
​
​
 ☐
​​
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)
​​
(1)
​​
Amount Previously Paid:
​
​
 
​​
​​
​
​
2)
​​
(2)
​​
Form, Schedule or Registration Statement No.:
​
​
 
​​
​​
​
​
3)
​​
(3)
​​
Filing Party:
​
​
 
​​
​​
​
​
4)
​​
(4)
​​
Date Filed:
​
​
 
​​
​​
​

TABLE OF CONTENTS


 

Letter to the Stockholders of Tilray, Inc.
Invitation to Special Meeting that will be Held Virtually on Thursday, July 29th,September 24, 2021
Dear Fellow Stockholders,Stockholders:
We need your helpYou are cordially invited to ensure Tilray grows. Please take a few minutes to read this letter,attend the accompanying materials, and then vote online.
Just last month, we ushered in a new era for the global cannabis industry by announcing the completion of our combination with Aphria Inc. That transaction brought together two highly complementary businesses to create the “new” Tilray with the largest geographic footprint and leading cannabis-focused portfolio of consumer-packaged goods in the world.
The “New” Tilray is Off to a Running Start: As promised, our focus now turns to execution on our highest-return priorities, including business integration, cost-synergy realization, and accelerating our global growth strategy. We are poised to strike and transform the industry with our highly scalable operational footprint, a curated portfolio of diverse medical and adult-use cannabis brands and products, a multi-continent distribution network, and a robust capital structure to fund our global expansion strategy and deliver sustained profitability and long-term value for all of our stakeholders.
We Have Substantial Growth Opportunities Ahead and We Need Your Support: To implement the next phase of our strategy, we have a number of important matters to address at the upcoming SpecialAnnual Meeting of Stockholders that will be critical(“Annual Meeting”) of Tilray, Inc. (the “Company”) to driving our business forward. You have the opportunity to vote on key proposals that we believe will help us turn potential into performance and profitable growth.
1.
Authorized Shares Proposal – Help Tilray Grow: This proposal would increase the number of authorized shares of capital stock. The additional authorized shares would enable us to move quickly to seize the highly attractive acquisition and financing opportunities we see ahead. By approving this proposal, you will be enabling Tilray to accelerate growth and realize its potential. Please note that approval does not mean that the authorized shares will be issued, only that they are available if needed so the Company can move swiftly to seize value creation opportunities as they arise.
2.
Governance Proposals - Expand Your Rights: Following the combination of Tilray and Aphria, our Board undertook a comprehensive review of our corporate governance, taking into consideration the views held by the investment community on important matters of governance. As a result, the Board is proposing to expand the rights of our stockholders; but to do so, we need your approval on several amendments to our corporate documents.
These proposals are critical to our growth strategy, so please vote today! You do not need to join us at the Special Meeting to cast your vote. You can vote online in just a few minutes. Your support is extremely important, no matter how many or how few shares you own.
The virtual Special Meeting of Tilray’s Stockholders will be held on Thursday, July 29th,November 22, 2021, at 11:00 a.m. Eastern Time, conductedEST. In light of the ongoing public health crisis caused by the COVID-19 pandemic, the Annual Meeting will be held in a virtual format only, via live audio webcast. You willwebcast over the internet.
Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be ableconducted at the Annual Meeting.
Our Board of Directors (the “Board”) urges you to attend ifread the accompanying Proxy Statement and recommends that you wish by visiting https://www.virtualshareholdermeeting.com/TRLY2021SM2.vote “FOR”:
In any event, please submitAll of the enclosed proxyClass I, Class II and Class III director nominees, to have your shares voted promptly, whetherserve until their respective terms expire or until their successors are duly elected and qualified, as described herein;
The non-binding advisory resolution on the named executive officer compensation;
The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year; and
Any other business properly brought before the Annual Meeting.
The Board appreciates and encourages stockholder participation in the Company’s affairs. Whether or not you plan to virtually attend the Special Meeting. You may submitAnnual Meeting, we encourage you to vote your shares. Accordingly, we request that as soon as possible, you vote via the Internet or, if you have received printed proxy online, as well asmaterials, you vote via the Internet, by telephone or by mail. Please review the instructions on themailing your completed proxy card or votingvoter instruction form regarding each of these voting options.form.
If you have any questions, or need any assistance in voting your shares, please contact Morrow Sodali LLC at (833) 497-7395call 866-232-3037 toll-free in the U.S. and Canada or (203) 658-9400 or by email at TLRY@info.morrowsodali.com.720-358-3640 for international callers.
WE ARE GRATEFUL FOR YOUR CONTINUED SUPPORT AND WILL WORK EVERYDAY TO TAKE FULL ADVANTAGE OF ALL OPPORTUNITIES TO ENHANCE LONG-TERM VALUE.
Thank you for your interest and investment in Tilray, Inc.
Sincerely,
Irwin D. Simon,
Chairman, President, and Chief Executive Officer

TABLE OF CONTENTS


 
TILRAY, INC.
655 MADISON AVENUE 19TH FLOOR NEW YORK NY 10065

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS
New York, New York

To Be Held On Thursday, July 29,September 24, 2021
The SpecialAnnual Meeting of Stockholders of Tilray, Inc., a Delaware corporation (the “Company”), will be held online on Thursday, July 29,November 22, 2021, at 11:00 a.m. Eastern Time. There will be no physical location for stockholders to attend. Stockholders may only participate by logging in at https://www.virtualshareholdermeeting.com/TRLY2021SM2. To participate inEST. In light of the Special Meeting, you will need your unique control number included on your proxy card (printed in the box and markedongoing public health crisis caused by the arrow) or onCOVID-19 pandemic, the instructions that accompanied your proxy materials.
Items of business at the SpecialAnnual Meeting will be held in a virtual format only, via live webcast over the internet. You will be able to considerjoin the Annual Meeting and vote and submit your questions online during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TLRY2021. We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote on proposalsand ask questions through the virtual meeting platform. Reference to amend“in person” attendance or voting in our proxy materials refers, therefore, to attending or voting at the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to:Annual Meeting virtually.
The Annual Meeting will take place for the following purposes:
1.
Increaseto elect each of the number of shares of common stock weClass I, Class II and Class III director nominees, to serve until their respective terms expire or until their successors are authorized to issue from 743,333,333 shares of capital stock to 990,000,000 shares of capital stock;duly elected and qualified, as described herein;
2.
Elect not to be governed by Section 203 of Delaware General Corporation Law;approve, the non-binding advisory resolution on the named executive officer compensation;
3.
Permit stockholdersto ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the Company to take action by written consent;fiscal year ending May 31, 2022; and
4.
Approve four sub-proposals related to other governance changes to the Certificate of Incorporation:
a) Eliminate the dual structure of Class 1 Common Stock and Class 2 Common Stock, and instead authorize the issuance of two classes of stock of the Company: (i) Common Stock and (ii) Preferred Stock,
b) Declassify the board of directors of the Company and provide that all such directors will be elected at each annual meeting of stockholder,
c) Remove limitations on the corporate opportunity doctrine, which generally provides that officers and directors may not divert to themselves or their affiliatesconsider and act upon any business opportunity presented to, or otherwise rightfully belonging to, the Company, and
d) Provide that the directors of the Company may be removed with or without cause at any time by the holders of a majority of the voting power of the Company’s then-outstanding shares of capital stock, subject to the rights of holders of Preferred Stock;
5.
Effect other changes to the Certificate of Incorporation to eliminate certain provisions related to the Company’s prior status as a “controlled company,” which are no longer applicable and to make other administrative and conforming amendments and changes as necessary in light of the foregoing proposals.
Additional items of business at the Special Meeting will be to consider and to vote on proposals to:
6.
Approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt any of the above proposals; and
7.
Transact other business that may properly come before the SpecialAnnual Meeting or any adjournment or postponement of the Annual Meeting.
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The record date for the Special Meeting is June 22, 2021. OnlyOn or about September 24, 2021, we will mail to our stockholders of record at the close of business on thatSeptember 24, 2021, the record date may vote atfor our Annual Meeting, an Important Notice Regarding the Special Meeting or any adjournment thereof.
​​
By Order of the Board of Directors,
​​
​​
/s/ Dara Redler
​​
​​
Dara Redler
Interim Chief Legal Officer and Corporate Secretary
New York, NY
June 25, 2021

TABLE OF CONTENTS

​
You are cordially invited to attend the meeting virtually via the following internet link: https://www.virtualshareholdermeeting.com/TRLY2021SM2. Whether or not you expect to attend the meeting virtually, please complete, date, sign and return the enclosed proxy, or vote over the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person by attending the meeting virtually.
​
​
Important Notice Regarding theInternet Availability of Proxy Materials for the Stockholders’ Meeting to Be Held Virtually on July 29, 2021 at 11:00 a.m. Eastern Time by visiting www.proxyvote.com.
​
​
​
​
The proxy statement is available electronically at www.proxyvote.com
​

TABLE OF CONTENTS

TABLE OF CONTENTS
Questions and Answers
​​
1
Proposal 1 Authorized Shares Proposal
​​
8
Proposal 2 Opt-Out Proposal
​​
10
Proposal 3 Act by Written Consent Proposal
​​
11
Proposal 4 Governance Proposals
​​
12
Proposal 5 Conforming Amendments Proposal
​​
15
Proposal 6 Adjournment Proposal
​​
16
Security Ownership of Certain Beneficial Owners and Management
​​
17
Other Business
​​
19

TABLE OF CONTENTS



TILRAY, INC.
655 MADISON AVENUE 19TH FLOOR
NEW YORK, NY 10065
PROXY STATEMENT
FOR A SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, JULY 29, 2021
QUESTIONS AND ANSWERS
ABOUT THE PROXY MATERIALS AND SPECIAL MEETING
Why am I receiving these Proxy Materials?
We have sent you these proxy materials because the Board of DirectorsMaterials (the “BoardNotice”) of Tilray, Inc. (sometimes referred to as the “Company,” “Tilray,” “we,” “us” or “our”) is soliciting your proxy to vote at the Special Meeting of Stockholders (the “Special Meeting”), including at any adjournments or postponements of the Special Meeting. You are invited to attend the Special Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow thecontaining instructions below to submit your proxy through the internet.
We intend to mail these proxy materials on or about June 25, 2021 to all stockholders of record entitled to vote at the Special Meeting.
How Do I Attend the Special Meeting?
The Special Meeting will be held “virtually” through an audio webcast on Thursday, July 29th at 11:00 a.m. Eastern Time. There will be no physical meeting location. The meeting will only be conducted via an audio webcast available to Stockholders who may participate by logging in at https://www.virtualshareholdermeeting.com/TRLY2021SM2. To participate in the Special Meeting, you will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials. Information on how to access our Proxy Statement for the Annual Meeting (the “Proxy Statement”) and our Annual Report on Form 10-K for the year ended May 31, 2021 (the “Annual Report”) on the Internet and also how to vote their shares via the Internet. If you received a Notice by “virtually” attendingmail, you will not receive printed proxy materials unless you specifically request them. Both the Special Meeting is discussed below.
WhoNotice and the Proxy Statement contain instructions on how you can vote atrequest a paper copy of the Special Meeting?Proxy Statement and Annual Report.
Only stockholders of record at the close of business on June 22,September 24, 2021, will beare entitled to notice of and to vote at the Special Meeting. On this record date, there were 449,165,558 shares of Class 2 common stock (the “common stock”) outstanding and entitledAnnual Meeting or any adjournments or postponements thereof. At the Annual Meeting, you will be provided with the opportunity to vote.ask questions.
Stockholder of Record: Shares Registered in Your Name
If, on June 22, 2021,It is important that your shares were registered directly in your name with Tilray’s transfer agent, Philadelphia Stock Transfer, Inc., then you are a stockholder of record. As a stockholder of record, you may vote by virtually attendingbe represented and voted at the meeting or vote by proxy.Annual Meeting. Whether or not you plan to attend the meeting virtually,Annual Meeting in person, we urgeencourage you to fill outsubmit your proxy as soon as possible. For specific instructions, please refer to your Important Notice Regarding the Internet Availability of Proxy Materials or to the question on page 5 of the accompanying Proxy Statement entitled “How do I vote by proxy?”
At the direction of the Board,
Mitchell Gendel,
Global General Counsel and return the enclosed proxy card to ensure your vote is counted.Corporate Secretary
1

TABLE OF CONTENTS

Beneficial Owner:
655 Madison Avenue, Suite 1900
New York, New York
September 24, 2021
PROXY STATEMENT
Information About the Annual Meeting and Voting
The Annual Meeting - Background
The Annual Meeting of Stockholders (“Annual Meeting”) of Tilray, Inc. (the “Company”) will be held on Monday, November 22, 2021, at 11:00 a.m. EST. In light of the ongoing public health crisis caused by the COVID-19 pandemic, the Annual Meeting will be held in a virtual format only, via live webcast over the internet. You will be able to join the Annual Meeting and vote and submit your questions online during the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/TLRY2021. We have designed the virtual Annual Meeting to ensure that stockholders are afforded the same opportunity to participate as they would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. Reference to “in person” attendance or voting in our proxy materials refers, therefore, to attending or voting at the Annual Meeting virtually.
At the Annual Meeting, stockholders will be asked to elect nine nominees for director, approve the non-binding advisory resolution on the named executive officer compensation; and ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2022. Management will also respond to questions from stockholders.
Our principal executive offices are located at 655 Madison Avenue, Suite 1900, New York, New York, and our telephone number is (844) 845-7291. When used in this Proxy Statement, the terms “we,” “us,” “our,” and “the Company” mean Tilray, Inc. and its businesses and subsidiaries.
What is the impact of the recent Tilray/Aphria Business Combination?
As we have previously disclosed, on December 15, 2020, we and Aphria Inc. (“Aphria”) entered into an Arrangement Agreement (as amended, the “Arrangement Agreement”), pursuant to which we acquired all of the issued and outstanding common shares of Aphria pursuant to a plan of arrangement (the “Plan of Arrangement”) under the Ontario Business Corporations Act (the “Business Combination”). The Business Combination transaction closed on April 30, 2021. The Business Combination was structured as a reverse acquisition pursuant to which we were the legal acquirer and Aphria was the acquirer for accounting purposes. Aphria’s historical financial statements became our historical financial statements.
Under the terms of the Arrangement Agreement, on April 30, 2021, each outstanding share of Aphria common share (the “Aphria Shares Registered”) outstanding immediately prior to the effective time of the Business Combination (the “Effective Time”) was transferred to us in exchange for 0.8381 of a share (the “Exchange Ratio”) of Common Stock (as defined below). In the aggregate, Aphria shareholders received 266,804,667 shares of Common Stock (the “Consideration Shares”).
What happened to the equity awards granted under Aphria’s equity compensation plans and outstanding Aphria warrants to acquire Aphria Shares?
In addition, at the Effective Time, (i) all Aphria equity awards granted under Aphria’s equity compensation plans (the “Aphria Plans”) as of the Effective Time were assumed and exchanged into corresponding awards with respect to the Common Stock, with the number of shares underlying such awards (and the exercise prices of such awards, in the Namecase of options) adjusted based on an exchange ratio of .8300, (ii) all of the warrants to acquire Aphria Shares issued in 2016, to the extent not exercised as of the Effective Time, were exchanged into warrants to
1
acquire shares of Common Stock after adjustments to reflect the terms of the Business Combination, and (iii) all remaining warrants to acquire Aphria Shares remained outstanding and became exercisable, in accordance with their respective terms, for Common Stock, after adjustments to reflect the terms of the Business Combination.
Specifically, at the Effective Time, (i) each outstanding option to purchase Aphria Shares (each, an “Aphria Option”) issued pursuant to the Aphria Plans, to the extent it had not been exercised as of the Effective Time, was exchanged for a stock option (each, a “Replacement Option”) to purchase a number of shares of Common Stock equal to the product of the Exchange Ratio, rounded down to two decimal places, multiplied by the number of Aphria Shares issuable on exercise of such Aphria Option immediately prior to the Effective Time (rounded down to the next whole number of shares of Common Stock) for an exercise price per share of Common Stock (rounded up to the nearest whole cent) equal to the exercise price per share of such Aphria Option immediately prior to the Effective Time divided by the Exchange Ratio, rounded down to two decimal places; (ii) each restricted share unit issued under the Aphria Plans (each, an “Aphria RSU”) to the extent it had not been exercised as of the Effective Time, was exchanged for a restricted stock unit of Tilray (each, a “Replacement RSU”) in respect of a Brokernumber of shares of Common Stock equal to the product of the Exchange Ratio, rounded down to two decimal places, multiplied by the number of Aphria Shares underlying such Aphria RSU immediately prior to the Effective Time (rounded down to the next whole number of shares of Common Stock); and (iii) each deferred share unit of Aphria issued pursuant to the Aphria Plans (each, an “Aphria DSU”), to the extent it had not been exercised as of the Effective Time, was exchanged for a deferred share unit of Tilray (the “Replacement DSUs”) in respect of a number of shares of Common Stock equal to the product of the Exchange Ratio, rounded down to two decimal places, multiplied by the number of Aphria Shares underlying such Aphria DSU immediately prior to the Effective Time (rounded down to the next whole number of shares of Common Stock). The terms, conditions and manner of exercise and other terms and conditions of each of the Replacement Options, the Replacement RSUs, and the Replacement DSUs are the same as the terms and conditions of the respective Aphria Options, Aphria RSUs or BankAphria DSUs for which they were exchanged, except that such Replacement Options, Replacement RSUs and Replacement DSUs are governed by the terms and conditions of the Tilray, Inc. Amended and Restated 2018 Equity Incentive Plan (the “Tilray Plan”).
If,At the Effective Time, the Replacement Options, Replacements RSUs and Replacement DSUs were convertible into aggregate of 6,461,092 shares of Common Stock. Additional details about the foregoing is available in our filings with the Securities and Exchange Commission (the “SEC”), including our Form 8-K filed with the SEC on JuneMay 4,2021.
Is Aphria Common Stock still traded on the Nasdaq Global Select Market?
No. As of the close of trading on April 30, 2021, Aphria, acting pursuant to authorization from its board of directors, voluntarily withdrew the listing of the Aphria Common Shares from the Nasdaq Global Select Market.
How did the Board composition change as a result of the Business Combination?
The Arrangement Agreement and related documents provided that, after completion of the Business Combination, our Board of Directors would consist of nine (9) Board members. Our current Board is comprised of seven Aphria board members (Irwin D. Simon, Renah Persofsky, Jodi Butts, John M. Herhalt, David Hopkinson, Tom Looney and Walter Robb) and two of our existing Board members, being Brendan Kennedy and David Clanachan.
As a result, our stockholders did not previously have the opportunity to vote on electing all our directors. For this reason, our Board determined that rather than carrying forward the terms of the Board members pursuant to the Arrangement Agreement, our stockholders should have the ability to vote on each of our nine (9) directors at the upcoming Annual Meeting.
2
The Board is divided into three classes (I, II, and III) of directors. In connection with the appointment of the director nominees for the Annual Meeting, and to ensure that the Board consists of three classes divided evenly, Mr. Kennedy, who currently serves as a Class III director, has been nominated as a Class I director by the Nominating and Governance Committee of the Board (the “Nominating Committee”).
​
Name
​​
Current Position
​​
Class
​​
Term Expires
​​
New Term
​
​
Irwin D. Simon
​​
Chairman of the Board of Directors; President and Chief Executive Officer
​​
Class II
​​
2023 annual meeting of stockholders
​​
2024
​
​
Renah Persofsky
​​
Vice-Chair (Lead Director) and Chair of the Nominating and Governance Committee; Independent Director
​​
Class II
​​
2023 annual meeting of stockholders
​​
2024
​
​
Jodi Butts
​​
Nominating & Governance Committee Member; Independent Director
​​
Class III
​​
2021 annual meeting of stockholders.
​​
2023
​
​
David Clanachan
​​
Audit Committee Member; Independent Director
​​
Class II
​​
2023 annual meeting of stockholders
​​
2024
​
​
Brendan Kennedy
​​
Director and Former CEO, Tilray
​​
Class I
​​
2022 annual meeting of stockholders
​​
2022
​
​
John M. Herhalt
​​
Chair of the Audit Committee; Independent Director
​​
Class I
​​
2022 annual meeting of stockholders
​​
2022
​
​
David Hopkinson
​​
Nominating and Governance Committee & Compensation Committee Member; Independent Director
​​
Class III
​​
2021 annual meeting of stockholders.
​​
2023
​
​
Thomas Looney
​​
Audit Committee & Compensation Committee Member; Independent Director
​​
Class III
​​
2021 annual meeting of stockholders.
​​
2023
​
​
Walter Robb
​​
Chair of the Compensation Committee & Audit Committee Member; Independent Director
​​
Class I
​​
2022 annual meeting of stockholders
​​
2022
​
How did our management change as a result of the Business Combination?
Following completion of the Business Combination, we reconstituted our senior management team with executives from Aphria and our existing management. Our current leadership team provides a strong foundation to accelerate our growth and capitalize on the Business Combination’s many benefits. Our management team is complemented of experienced operators, cannabis industry experts, PhD scientists, horticulturists, and extraction specialists, all of whom apply the latest scientific knowledge and technology to deliver quality-controlled, rigorously tested cannabis products on a large scale.
What other changes are relevant to the Annual Meeting?
On the Effective Time, we changed our fiscal year from a year ending December 31 to a year ending May 31, to conform our fiscal year end to that of Aphria. For this reason, this proxy statement relates to both the calendar year ended December 31, 2020 and for the fiscal year ended May 31, 2021. A record of our business activities for the twelve-month period ending December 31, 2020 and for our new fiscal year ended May 31, 2021 is contained in our 2020 Annual Report on Form 10-K and 2021 Annual Report on Form 10-K filed with the Securities and Exchange Commission.
This will be our first annual meeting of stockholders since completion of the Business Combination. On behalf of the Board of Directors, management and all of our employees, we welcome those of you who have joined us as Tilray stockholders and we appreciate your continuing loyalty and support.
3
Why is the Board submitting Proposal 2?
At the annual meeting of stockholders held on May 28, 2020, our stockholders approved a proposal that the Board submit a separate resolution on the compensation of its named executive officers to Tilray’s stockholders for an advisory vote every two years in its proxy materials. For this reason, the Board is submitting Proposal 2 (to approve, the non-binding advisory resolution, on the named executive officer compensation). The next required vote on the frequency of stockholder votes on the compensation of Tilray’s named executive officers would be at the 2023 Annual Meeting of Stockholders of Tilray, unless presented by the Board earlier.
The Annual Meeting - Monday, November 22, 2021, at 11:00 a.m. EST.
Why am I receiving these materials?
In connection with its solicitation of proxies for use at our Annual Meeting, our Board (i) has made these materials available to you via the Internet or, upon your shares were held not inrequest, via email, or (ii) upon your name but rather in an account at a brokerage firm, bankrequest, has delivered or other similar organization, then you are the beneficial ownerwill deliver printed versions of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is consideredmail. Only stockholders of record at the close of business on September 24, 2021 (the “Record Date”) will be entitled to bevote at the Annual Meeting. On this record date, there were 460,432,582 of Class 2 common stock (the “Common Stock”) outstanding and entitled to vote. As a stockholder of record for purposes of votingour Common Stock at the Special Meeting. Asclose of business on the Record Date for our Annual Meeting, you are invited to attend the virtual Annual Meeting, and are entitled to and requested to vote on the items of business described in this Proxy Statement.
Why is the meeting being held virtually this year?
We believe that a beneficial owner, you havevirtual meeting will provide expanded stockholder access and participation, improved communications, as well as additional safeguards for health and safety in light of developments related to COVID-19. You will be able to join the right to directAnnual Meeting and vote and submit questions online during the Annual Meeting by visiting www.virtualshareholdermeeting.com/TLRY2021 and using the 16-digit control number included on the Important Notice of Internet Availability of Proxy Materials (Notice), on your proxy card, or on your voting instruction form provided by your broker, bank or other nomineenominee. Online check-in will be available at the virtual meeting site approximately 15 minutes prior to the beginning of the Annual Meeting.
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of printed proxy materials?
Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we are making this Proxy Statement for the Annual Meeting (the “Proxy Statement”) and our Annual Report for the fiscal year ended May 31, 2021 (“Annual Report and, together with this Proxy Statement, the “Proxy Materials”) available to stockholders electronically via the Internet. Stockholders will be able to access the Proxy Materials on the website referred to in the Notice or request to receive printed copies of the Proxy Materials and a proxy card. Instructions on how to voteaccess the shares in your account. You are also invited to attend the Special MeetingProxy Materials via the following link: https://www.virtualshareholdermeeting.com/TRLY2021SM2. However, since you are notInternet or to request a printed copy may be found in the stockholderNotice and in this Proxy Statement. We believe that this electronic process expedites your receipt of the Proxy Materials and reduces the cost and environmental impact of printing Proxy Materials for our Annual Meeting.
On or about September 24, 2021, stockholders of record and beneficial owners of our Common Stock at the close of business on the Record Date will be sent a Notice instructing them as to how to receive their Proxy Materials via the Internet. The Proxy Materials will be available on the Internet as of September 24, 2021.
How can I electronically access the Proxy Materials?
Beginning September 24, 2021, you may notcan access the Proxy Materials and vote your shares viaonline at www.proxyvote.com. The Proxy Materials are also available on our own website (https:www.tilray.com).
How can I obtain a full set of printed Proxy Materials?
If you prefer to receive paper copies of the linkProxy Materials and a proxy card, you may still do so. You may request printed materials by (i) calling 800-579-1639 ; (ii) sending an email to sendmaterial@proxyvote.com ; or (iii) logging onto www.proxyvote.com using the credentials provided on your Notice or proxy card.
4
How many shares are eligible to be voted and how many shares are required to hold the Annual Meeting?
A quorum is required to hold the Annual Meeting and conduct business. The presence at the meeting unless you request and obtain a legalAnnual Meeting, in person or by proxy, from your broker, bank or other agent.
What am I Voting On?
Items of business at the Special Meeting will be the following to consider and vote on proposals to amend the Company’s Amended and Restated Certificate of Incorporation1 (the “Certificate of Incorporation”) to:
1.
Increase the number of shares of common stock we are authorized to issue from 743,333,333 shares of capital stock to 990,000,000 shares of capital stock (“Authorized Shares Proposal”).
2.
Elect not to be governed by Section 203 of Delaware General Corporation Law (the “DGCL”) (“Opt-Out Proposal”).
3.
Permit stockholders of the Company to take action by written consent (“Act by Written Consent Proposal”).
4.
Approve four sub-proposals related to other governance changes to the Certificate of Incorporation (collectively, the “Governance Proposals”):
a) Eliminate the dual structure of Class 1 Common Stock and Class 2 Common Stock, and instead authorize the issuance of two classes of stock of the Company: (i) Common Stock and (ii) Preferred Stock;
b) Declassify the board of directors of the Company and provide that all such directors will be elected at each annual meeting of stockholders;
c) Remove limitations on the corporate opportunity doctrine, which generally provides that officers and directors may not divert to themselves or their affiliates any business opportunity presented to, or otherwise rightfully belonging to, the Company; and
d) Provide that the directors of the Company may be removed with or without cause at any time bystockholders representing the holders of a majorityone-third of the voting power of the Company’s then-outstandingoutstanding shares of capital stock subjectentitled to vote at the rightsAnnual Meeting as of holdersthe close of Preferred Stock.business on the Record Date, will constitute a quorum for purposes of holding and conducting business at the Annual Meeting. As of the Record Date, we had 460,432,582 shares of our Common Stock outstanding - each entitled to one vote at the Annual Meeting - meaning that 153,477,527 shares of Common Stock must be represented in person or by proxy to have a quorum. Our Common Stock is our only outstanding class of voting securities. For purposes of determining whether a quorum exists, broker non-votes and proxies received but marked “ABSTAIN” will be counted.
5.
Effect other changes to the Certificate of Incorporation to eliminate certain provisions related to the Company’s prior status as a “controlled company,” which are no longer applicable and to make other administrative and conforming amendments and changes as necessary in light of the foregoing proposals (“Conforming Amendments Proposal”).
Additionally, youWhat am I voting on?
You are voting on proposals to:
elect the nine director nominees to our Board;
approve, the non-binding advisory resolution on the named executive officer compensation;
ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2022; and
consider and act upon any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt any of the above proposals (“Adjournment Proposal”).
What if another matter is properly brought before the Special Meeting?
The Board knows of no other matters that will be presented for consideration at the SpecialAnnual Meeting. If, however, other matters are presented for a vote at the meeting, the proxy holders (the individuals designated on the proxy card) will vote your shares according to their judgment on those matters.
How does the Board recommend that I vote?
OurThe Board recommends that you vote your shares:vote:
1 Taking into account the Certificate of Retirement filed with the State of Delaware Secretary of State on October 1, 2020, which reduced the total authorized number of shares of the capital stock of the Company by 16,666,667.
2

TABLE OF CONTENTS

a.
“FOR” the following amendments of the Certificate of Incorporation:
1.
“FOR” the Authorized Shares Proposal;election of each of the nine director nominees;
2.
“FOR” approving, the Opt-Out Proposal;non-binding advisory resolution on the named executive officer compensation; and
3.
“FOR” the Act by Written Consent Proposal;
4.
“FOR”ratification of the Governance Proposals;
5.
“FOR”appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the Conforming Amendments Proposal; and
b.
“FOR” the Adjournment Proposal.fiscal year ending May 31, 2022.
How do I vote?
You may vote “For” all the nominees, “Withhold All” or you may “Withhold” your vote for any nominee to the Board you specify. For the non-binding advisory resolutions, you may vote “For” or “Against” or abstain from voting. For the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, you may vote “For” or “Against” or abstain from voting.
The procedures for voting are fairly simple:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote by “virtually” attending the SpecialAnnual Meeting (via the following link: https://www.virtualshareholdermeeting.com/TRLY2021SM2)TLRY2021), vote by proxy through the internet or vote by proxy using the enclosed proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote even if you have already voted by proxy.
To vote by “virtually” attending the Annual Meeting, login to the link: www.virtualshareholdermeeting.com/ TLRY2021 , and follow the instructions provided.
To vote using the enclosed proxy card, simply complete, sign and date the enclosed proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the SpecialAnnual Meeting, we will vote your shares as you direct.
•
To vote through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the enclosed proxy cards. Your internet vote must be received by 11:59 PM, prevailing time, on July 28, 2021 to be counted.
To vote through the internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the enclosed proxy cards. Your internet vote must be received by phone 1-800-690-6903.11:59 PM, prevailing time, on November 21, 2021 to be counted.
•
To vote by “virtually” attending the Special Meeting, login to the link: https://www.virtualshareholdermeeting.com/TRLY2021SM2, and follow the instructions provided.5
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, these proxy materials along with a voting instruction form are being provided by that organization rather than Tilray. Follow the voting instructions in such voting instruction form to ensure that your vote is counted. To vote by “virtually” attending the SpecialAnnual Meeting, you must obtain a “legal proxy”valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact that organization to request a proxy form.
Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
How Many Votes Do I Have?
On each matter to be voted upon, you have one (1) vote for each share of Class 2 common stock you own as of June 22, 2021. The Class 2 common stock will vote together as a single class on all proposals described in this Proxy Statement.
What is the quorum requirement for the Special Meeting?
A quorum of stockholders is necessary to hold a valid meeting.
A quorum will be present if holders of shares representing one-third of the voting power of the outstanding shares of Class 2 common stock entitled to vote are present at the Special Meeting or represented by proxy. On each matter to be voted upon, you have one (1) vote for each share of Class 2 common stock you own as of June 22, 2021. The
3

TABLE OF CONTENTS

Class 2 common stock will vote together as a single class on all proposals described in this Proxy Statement. On the record date, there were 449,165,558 shares of Class 2 common stock outstanding. Thus, the holders of shares representing an aggregate of 149,721,853 votes must be present or represented by proxy at the Special Meeting to have a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote at the virtual Special Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the chairperson of the meeting or the holders of shares representing a majority of the voting power present at the Special Meeting or represented by proxy may adjourn the Special Meeting to another date.
What is an abstention?
An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder indicates on its proxy card that it wishes to abstain from voting its shares, or if a broker, bank or other nominee holding its customers’ shares of record causes abstentions to be recorded for shares, these shares will be considered present and entitled to vote at the Special Meeting. As a result, abstentions will be counted for purposes of determining the presence or absence of a quorum and will also count as votes against Proposals 1-5 and will have no effect on Proposal 6.
What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?
Stockholder of Record: Shares Registered in Your Name. If you are a stockholder of record and you submit a proxy but you do not provide voting instructions, your shares will be voted “FOR” Proposals 1-5, and “FOR” Proposal 6, if necessary or appropriate, to permit further solicitation of additional proxies if there are not sufficient votes at the time of the Special Meeting to approve any of Proposals 1-5.
In addition, if any other matters are properly brought before the Special Meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee. If you are the beneficial owner and hold your shares in street name and do not provide your bank, broker or other nominee that holds your shares with voting instructions, the bank, broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Your bank, broker or other nominee may vote your shares in its discretion on “routine” matters. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the New York Stock Exchange, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote for your shares for Proposals 2, 3, 4, 5, 6 or 7 without your instructions.
If you are beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?
If you are a stockholder of record and do not vote by completing your proxy card, through the internet or by phone or at“virtually” attending the SpecialAnnual Meeting, your shares will not be voted.
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “FOR” Proposals 1-6.“For” the election of both nominees for director, “For” the approval of the non-binding advisory resolution on the named executive officer compensation, and “For” the ratification of selection by the Audit Committee of the Board of PricewaterhouseCoopers LLP as independent registered public accounting firm of the Company for its fiscal year ending May 31, 2022. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his best judgment.
WhoWhat if I need assistance with voting or have questions regarding the Annual Meeting?
If you have technical difficulties accessing or using the virtual meeting site during the Annual Meeting, you should call the technical support number on the virtual meeting site. The virtual meeting site is payingsupported on browsers (e.g., Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plug-ins. Each participant should ensure strong Wi-Fi or other internet connection.
What if another matter is properly brought before the meeting?
The Board knows of no other matters that will be presented for thisconsideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors, representatives, and employees may also solicit proxiesvote on those matters in person, by telephone, or by other means of communication.accordance with their best judgment.
4
6

TABLE OF CONTENTS

Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one set of proxy materials?
If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy cards in the proxy materials to ensure that all your shares are voted.
5

TABLE OF CONTENTS

Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
You may submit another properly completed proxy card with a later date.
You may grant a subsequent proxy through the internet.
You may send a timely written notice that you are revoking your proxy to Tilray’s Corporate Secretary at 655 Madison Avenue, 19th Floor, New York, NY 10065.
You may “virtually” attend the Special Meeting and vote. Simply attending the meeting will not, by itself, revoke your proxy.
Your most current proxy card or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.
What are “Broker Non-Votes”?
As discussed above, when a beneficial owner of shares held in street name does not give voting instructions to his or her broker, bank or other securities intermediary holding his or her shares as to how to vote on matters deemed to be “non-routine” under applicable rules, the broker, bank or other nominee cannot vote the shares. These un-voted shares are counted as “broker non-votes.”
As a reminder, if you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
How many votes are required to approve each proposal?
The table below summarizes the proposals that will be voted on, the vote required to approve each item and how votes are counted.
​
Proposal
Number
​​
Proposal NameVotes Required
​​
Vote Required for ApprovalVoting Options
​​
EffectImpact of Abstentions
“Withhold” or
“Abstain” Votes
​​
Effect of Broker Non-Votes
Discretionary
Voting Allowed
​
​
1Proposal No. 1:
Election of Directors
​​
Authorized Shares ProposalThe plurality of the votes of shares of the voting power present or represented by proxy. This means that the nominees receiving the highest number of affirmative “FOR” votes will be elected.
​​
“FOR” votes from the holders of the majority of the voting power of shares outstanding and entitled to vote.
“AGAINST”
“ABSTAIN”
​​
Will have the same effect as a vote “Against”None(1)
​​
Will have the same effect as a vote “Against”No(2)
​
​
2Proposal No. 2:
Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.
​​
Opt-Out ProposalThe affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Annual Meeting by the holders entitled to vote thereon.
​​
“FOR” votes from the holders of the majority of the voting power of shares outstanding and entitled to vote.
“AGAINST”
“ABSTAIN”
​​
Will have the same effect as a vote “Against”None(3)
​​
Will have the same effect as a vote “Against”No(2)
​
​
3Proposal No. 3:
Ratification of Appointment of Independent Registered Public Accounting Firm
​​
Act by Written Consent Proposal
​​
“FOR” votes fromThe affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of shares outstanding and entitled to vote.
​​
Will have the same effect as a vote “Against”
​​
Will have the same effect as a vote “Against”
​
6

TABLE OF CONTENTS

​
Proposal
Number
​​
Proposal Name
​​
Vote Required for Approval
​​
Effect of Abstentions
​​
Effect of Broker Non-Votes
​
​
4
​​
Governance Proposals
​​
“FOR” votes from the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of shares outstanding and entitled to vote.
​​
Will have the same effect as a vote “Against”
​​
Will have the same effect as a vote “Against”
​
​
5
​​
Conforming Amendments Proposal
​​
“FOR” votes from the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of shares outstanding and entitled to vote.
​​
Will have the same effect as a vote “Against”
​​
Will have the same effect as a vote “Against”
​
​
6
​​
Adjournment Proposal
​​
“FOR” votes from the holders of the majority of shares of the voting power present or represented by proxy.proxy
​​
None“FOR” “AGAINST” “ABSTAIN”
​​
NoneWill count as a vote “against”(4)
​​
Yes(5)
​
How can
(1)
Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting.
(2)
As this proposal is not considered a discretionary matter, brokers lack authority to exercise their discretion to vote uninstructed shares on this proposal.
(3)
A vote marked as an “Abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal.
(4)
Abstentions and votes withheld will not be included in the numerator (since they are not affirmative votes) but will be included in the denominator (since they are shares “entitled to vote”). Therefore, abstentions and votes withheld will have the effect of a vote “against” the proposal.
(5)
As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.
What happens if I don’t specify how I want my shares voted on one or all of the proposals?
If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth above, as well as with the description of each proposal in this Proxy Statement.
Can I change my vote or revoke my proxy after I have already voted or given my proxy?
Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the proxy is voted at the Annual Meeting. To change your vote, you may:
mail a written notice “revoking” your earlier vote to Broadridge Financial Solutions, Inc. (Broadridge), 51 Mercedes Way, Edgewood, NY 11717;
7
submit to Broadridge a properly completed and signed proxy card with a later date;
vote again telephonically or electronically (available until 11:59 p.m. Eastern Time on November 21, 2021); or
vote in person at the Annual Meeting; however, your virtual attendance at the Annual Meeting alone will not revoke your proxy.
Your last dated proxy, properly completed and timely received prior to, or vote cast at, the Annual Meeting will be counted.
If you own your shares in street name, please contact your broker or other intermediary for instructions on changing your vote or revoking your proxy.
Can I vote at the virtual meeting?
Yes. If you are the stockholder of record of the shares, you will have the opportunity to vote in person when you attend the virtual Annual Meeting online by visiting https://www.virtualshareholdermeeting.com/TLRY2021. In order to vote during the Annual Meeting, you will use the 16-digit control number included on the Notice, on your proxy card, or on your voting instruction form provided by your broker, bank or other nominee. However, since a beneficial owner holding shares in street name is not the stockholder of record, if you are such a beneficial owner of shares, you may not vote your shares in person at the virtual Annual Meeting unless you obtain a legal proxy from the broker or other intermediary that holds your shares giving you the right to vote the shares at the Annual Meeting. Please provide the legal proxy information once you log into the Annual Meeting.
Who will count the votes?
Broadridge has been engaged as our independent agent to tabulate stockholder votes and act as Inspector of Election for the meeting.
Is voting confidential?
Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:
as necessary to meet applicable legal requirements;
to allow for the tabulation and certification of votes; and
to facilitate a successful proxy solicitation.
Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s transfer agent?management and the Board.
What happens if the Annual Meeting is adjourned or postponed?
Your proxy will still be effective and will be voted at the adjourned or postponed Annual Meeting. You may contact our transfer agent by writingwill still be able to Philadelphia Stock Transfer, Inc., 2320 Haverford Road, Suite 230, Ardmore, PA 19003. You may also contact our transfer agent via email at bwinterle@philadelphiastocktransfer.comchange or by telephone at (484) 416-3124.revoke your proxy until it is voted, provided such new proxy or revocation is properly completed and timely received.
WhereHow can I find the voting results of the SpecialAnnual Meeting?
Preliminary voting results may be announced atWe will report the Special Meeting. In addition, final voting results will be published inon a current reportCurrent Report on Form 8-K that we expect to filefiled with the SEC within four business days after the SpecialAnnual Meeting. If final voting results are not available to us in time to file aThe Form 8-K within four business days afterwill be available on the meeting, we intendSEC’s website, www.sec.gov, as well as on our own website, https://investor.wholeearthbrands.com/sec-filings.
Who is soliciting my vote pursuant to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amended Form 8-K to publish the final results.this Proxy Statement?
I share an address with another stockholder, and we received only one printed copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
We have adopted an SEC-approved procedure called “householding,” under which we can deliver a single copy of the proxy materials to multiple stockholders who share the same address unless we receive contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will undertake to promptly deliver a separate copy of the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of future proxy materials, you may contactOur Board is soliciting your broker or Tilray as follows:
Tilray, Inc.
Attn: Dara Redler, Corporate Secretary
655 Madison Avenue, 19th Floor
New York, NY 10065
or
contact Raphael Gross at 203 682 8253.
Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.vote.
7
8

TABLE OF CONTENTS

Internet Availability of Proxy Materials
Under rules adopted by the SEC, we are furnishing Proxy Materials to our stockholders primarily via the Internet instead of mailing printed copies of those materials to each stockholder. On or about September 24, 2021, we will mail to our stockholders (other than those who previously requested electronic or paper delivery) an Important Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Materials, including our Proxy Statement and our Annual Report. The Notice also instructs stockholders on how to vote via the Internet.
This process is designed to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources; however, if you would prefer to receive printed proxy materials and a proxy card, please follow the instructions included in the Notice and in this Proxy Statement. If you have previously elected to receive our proxy materials electronically, these materials will continue to be made available to you via email until you elect otherwise. If you have previously elected to receive printed proxy materials, you will continue to receive these materials and a proxy card in paper format until you elect otherwise.
Cautionary Statement Regarding Forward-Looking and Other Statements
This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “may,” “estimate,” “intend” and other similar words. These forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this Proxy Statement can be found in our most recent Annual Report on Form 10-K filed with the SEC and in the Quarterly Reports on Form 10-Q that we have filed or will file hereafter under the heading “Risk Factors” and “Safe Harbor for Forward-Looking Statements.” The forward-looking statements speak only as of the date of this Proxy Statement and undue reliance should not be placed on these statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.
This Proxy Statement contains statements regarding individual and Company performance objectives and targets. These objectives and targets are disclosed in the limited context of our compensation plans and programs and should not be understood to be statements of management’s future expectations or estimates of future results or other guidance. We specifically caution investors not to apply these statements to other contexts.
9
PROPOSAL 1
 
AUTHORIZED SHARES PROPOSALELECTION OF DIRECTORS
GeneralSummary
Tilray’s Board of Directors is divided into three classes. Each class consists of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.
The Board presently has unanimously approved an amendment (thenine members and is divided into three classes (I, II, and III) of directors. In connection with the appointment of the director nominee for the Annual Meeting, see “Authorized Shares ProposalHow did the Board composition change as a result of the Business Combination?”) above for additional details. If elected at the Annual Meeting, each of these nominees would serve until either the 2022, 2023 or 2024 annual meeting of our stockholders and until her or his successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is the Company’s policy to invite directors and nominees for director to attend the CertificateAnnual Meeting. All of Incorporationour Board members, who were then current members of Tilray’s Board, attended our 2020 Annual Meeting of stockholders.
Each of the director nominees is willing and able to increasestand for election at the Annual Meeting, and we know of no reason why any of the nominees would be unable to serve as a director. Should such a situation arise, however, the Board may designate a substitute nominee or, alternatively, reduce the number of authorized shares of capital stock from 743,333,333directors to 990,000,000, consisting of 980,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. The Authorized Shares Proposal only increasesbe elected. If a substitute nominee is selected, the number of authorized shares of common stock andpersons named as proxies will vote for that substitute nominee. Any vacancies not changefilled at the number of authorized shares of preferred stock.Annual Meeting may be filled by the Board.
Director Nominees
The additional sharesbiography of common stock authorized for issuance by the Authorized Shares Proposal would be a parteach of the existing class of common stocknine director nominees is listed below and if and when issued, would havecontains information regarding the same rights and privilegesperson’s service as the common stock presently issued and outstanding. The Company’s stockholders do not have preemptive rights with respect to its common stock and accordingly, should the Board elect to issue additional shares of common stock, existing stockholders would not have any preferential rights to purchase the shares.
Provided the stockholders approve the Authorized Shares Proposal, the increased number of shares would be authorized for issuance but would remain unissued until such time as the Board approves a specific issuance of such shares. Other than future issuances under the Company’s equity compensation plans, the Companydirector, business experience, public company director positions currently has no plansheld or arrangements to issue the additional authorized shares of common stock that will result in the event that the Company’s stockholders approve, and the Company implements, the Authorized Shares Proposal.
The description of the Authorized Shares Proposal amendment to the Certificate of Incorporation is qualified in its entirety by reference to the text of the proposed revisions, which are set forth under Article IV in the Certificate of Incorporation and attached as Appendix A2. Additions are indicated by underlining, and deletions are indicated by strike-throughs. However, the text of the Authorized Shares Proposal is subject to revision to include such changes as may be required by the Secretary of State of the State of Delaware and as deemed necessary and advisable to effect the Authorized Shares Proposal. The Board reserves its right to elect not to proceed with and abandon the Authorized Shares Proposal if it determines, in its sole discretionheld at any time during the last five years, information regarding involvement in certain legal or administrative proceedings (if applicable), and the experiences, qualifications, attributes or skills that this proposal is no longercaused the Nominating Committee and the Board to determine that the person should serve as a director in the best interestslight of our stockholders.
If we fail to obtain stockholder approval of this proposal at the Special Meeting, we intend to continue to seek to obtain stockholder approval at each subsequent annual meeting of stockholders and/or special meetings of stockholders until such approval has been obtainedbusiness and we will incur the costs associated therewith.
The Authorized Shares Proposal amendment to the Certificate of Incorporation would become effective upon the filing of a Certificate of Amendment with the Secretary of Statestructure. Each of the Statedirector nominees listed below exemplifies how our Board values professional experience in business, education, policy and governmental fields as well as strong moral character and diversity in terms of Delaware, which we would file promptly following the Special Meeting if our stockholders approve the Authorized Shares Proposal.
Background
The Certificate of Incorporation currently authorizes the issuance of up to 743,333,333 shares of capital stock, of which (a) 233,333,333 shares were classifiedviewpoint as Class 1 Common Stock, (b) 500,000,000 shares were classifiedwell as Class 2 Common Stockage, ethnicity and (c) 10,000,000 shares were classified as preferred stock. On October 1, 2020, the Company filed a Certificate of Retirement with the Secretary of State of the State of Delaware (the “Certificate of Retirement”) indicating that all outstanding shares of Class 1 Common Stock had been automatically converted into shares of Class 2 Common Stock and that 16,666,667 shares of Class 1 Common Stock were retired. Following the filing of the Certificate of Retirement, the Company may not issue any share of Class 1 Common Stock.
As of the close of business on June 22, 2021, there were approximately 449,165,558 shares of Class 2 Common Stock issued and outstanding, no preferred stock issued and outstanding, and 9,649,384 shares of Class 2 Common Stock reserved for issuance pursuant to outstanding option awards and other equity compensation awards, meaning that we presently have 41,185,058 authorized shares of Class 2 Common Stock available for issuance.
Purpose of the Proposal
Thegender. Our Board believes it is in the best interestthat these strong backgrounds and sets of the Company and its stockholders to have a greater number of authorized shares of common stock toskills provide the CompanyBoard, as a whole, with flexibility to issue sharesa strong foundation of common stock for any
technical expertise and a wealth of diverse experience in a wide variety of areas.
2
10
For ease of presentation, the edits reflected in Appendix A do not take into account the Certificate of Retirement filed with the State of Delaware Secretary of State on October 1, 2020, which reduced the total authorized number of shares of the capital stock of the Company by 16,666,667.
8

Irwin D. Simon
​​
Chairman President, and Chief Executive Officer
​​
​​


​​
Director Since: May 2021

Age: 63

Committees: None
​​
Other Public Company Boards:

Mr. Simon is currently a director of Stagwell Inc. and Whole Earth Brands, Inc.
Executive Highlights:
​​
​​
Irwin D. Simon is Chairman, President and Chief Executive officer at Tilray, Inc. An executive with over 30 years of experience building industry-leading, disruptive consumer packaged goods companies from organic and natural foods, dietary supplements, personal care, and cannabis. Before Tilray, Mr. Simon transformed Aphria Inc. into a profitable global cannabis company with leading market share brands. Mr. Simon founded The Hain Celestial Group, Inc. (NASDAQ: HAIN), a leading organic and natural products company, in 1993. As Founder, President, Chief Executive Officer, and Chairman, he led Hain Celestial for more than 25 years and grew the business to $3 billion in net sales with operations in North America, Europe, Asia, and the Middle East, providing consumers with A Healthier Way of Life™. He is also the Executive Chairman of Whole Earth Brands, Inc. (NASDAQ: FREE), a global industry-leading platform focused on the “better for you” consumer packaged goods and ingredients space, and Presiding Director at Stagwell Inc. (formerly known as MDC Partners Inc.), a provider of marketing, activation and communications solutions and services.
​​
​​
Mr. Simon serves on the board of directors at Tulane University and the Board of Trustees at Poly Prep Country Day School. A true entrepreneur, Mr. Simon is also the majority owner of the Cape Breton Eagles, a Quebec Major Junior Hockey League team, and co-owner of St. John’s Edge of the National Basketball League of Canada.
​​
​​
Select Skills and Qualifications:
​​
​​
Executive and public company board leadership, entrepreneurship, extensive global consumer-packaged goods business and brand development experience, as well as in-depth knowledge of our industry.
Jodi Butts
​​
Independent Director
​​
​​


​​
Director Since: May 2021

Age: 49

Committees: Nominating & Governance Committee Member
​​
Other Public Company Boards:

Ms. Butts is currently a director of Canada Goose Holdings Inc.
Executive Highlights:
​​
​​
A lawyer by trade and an entrepreneur at heart, Jodi L.H. Butts is a mission-oriented executive with a strong track record in driving positive change and growth within leading organizations. Previously, Ms. Butts served as Chief Executive Officer of Rise Asset Development and Senior Vice-President of Operations and Redevelopment at Mount Sinai Hospital. Ms. Butts brings significant governance experience as she currently serves as an independent member of the Board of Directors of Canada Goose Inc.; a member of the Board of Directors of Dot Health; a member of the Board of Governors and Audit Committee of the University of Windsor; and Chair of the Walrus Foundation Board of Directors. She also holds several advisory roles including with Bayshore Home Healthcare and the Canadian Centre for the Purpose of the Corporation.
​​
​​
Select Skills and Qualifications:
​​
​​
Executive and public company board experience, entrepreneurship, operations and extensive corporate governance experience.
11
TABLE
David Clanachan
​​
Independent Director
​​
​​


​​
Director Since: May 2021

Age: 59

Committees: Audit Committee Member
​​
Other Public Company Boards:

Mr. Clanachan is not a director of any other public company board.
Executive Highlights:
​​
​​
David F. Clanachan is Commissioner of the Canadian Premier League, a post he has held since 2018. Mr. Clanachan was also the Chairman of Restaurant Brands International, Canada until 2018. He was named President and Chief Operating Officer of Tim Hortons in 2014, and had more than 35 years with the brand. Mr. Clanachan holds a Bachelor of Commerce degree from the University of Windsor. Mr. Clanachan brings to the Board significant experience in consumer products and services, as well as financial, international growth, and general management experience.
​​
​​
Select Skills and Qualifications:
​​
​​
Extensive consumer products and services, financial, international growth, and general management experience.
John M. Herhalt
​​
Independent Director
​​
​​


​​
Director Since: May 2021

Age: 64

Committees: Chair of the Audit Committee
​​
Other Public Company Boards:

Mr. Herhalt is not a director of any other public company board.
Executive Highlights:
​​
​​
John M. Herhalt is a FCPA (FCA) and a retired partner from KPMG and has over 42 years of experience. He has worked across several industry sectors including automotive manufacturing, consumer products, infrastructure, power and utilities, and the public sector. During his time with KPMG, Mr. Herhalt served as Canada’s national advisory leader, national public sector leader, and KPMG International’s global head of infrastructure, government, and health care sectors providing subject matter advice and support to various KPMG member firms and their clients on a variety of projects in the Americas, Europe, Middle East, and Asia. After retiring from KPMG, Mr. Herhalt has continued to provide management consulting services on a part-time basis and serves as a director on several boards.
​​
​​
Select Skills and Qualifications:
​​
​​
Extensive accounting, financial, governance, risk management and information systems audits, and global business experience.
12
David Hopkinson
​​
Independent Director
​​
​​


​​
Director Since: May 2021

Age: 50

Committees: Nominating and Governance Committee & Compensation Committee
​​
Other Public Company Boards:

Mr. Hopkinson is not a director of any other public company board.
Executive Highlights:
​​
​​
An accomplished executive with more than 25 years of diverse sports industry experience, Mr. Hopkinson is Executive Vice President of Madison Square Garden Sports and President of Team Business Operations for MSG’s portfolio of teams which include the New York Knicks (NBA), New York Rangers (NHL) and esports businesses Counter Logic Gaming and Knicks Gaming. Prior to joining MSG Sports, David served as Global Head of Partnerships for Real Madrid Club de Futbol in Madrid, Spain from 2018 to 2020. Mr. Hopkinson spent over 20 years with Maple Leaf Sports and Entertainment (MLSE) in Toronto, Canada and in his last role with MLSE, he served as Chief Commercial Officer, responsible for all revenue generation across MLSE’s teams; the Toronto Maple Leafs (NHL), Toronto Raptors (NBA) and Toronto FC (MLS). David has served on the Chancellor’s Advisory Committee at McGill University in Montreal, Canada as well as the Board of Directors of Canada Basketball and Board of Directors of Canada’s Walk of Fame. In 2013, he was awarded the Queen Elizabeth II Diamond Jubilee Medal in recognition of his Service to Canada.
​​
​​
Select Skills and Qualifications:
​​
​​
Extensive operational, management and revenue generation experience.
Brendan Kennedy
​​
​​


​​
Director Since: January 2018

Age: 49

Committees: N/A
​​
Other Public Company Boards:

Mr. Kennedy is not a director of any other public company board.
Executive Highlights:
​​
​​
Brendan Kennedy is the former CEO and Founder of Tilray, Inc. Mr. Kennedy brings over 10 years of pioneering experience building industry-leading companies at the forefront of the global cannabis industry. He is also the co-founder of Privateer Holdings, the world’s first private equity firm to invest exclusively in legal cannabis, which has raised $200+ million to build a global portfolio of leading cannabis businesses. Before his transformative role in the cannabis industry, Mr. Kennedy was a member of the founding team at SVB Analytics, a non-bank affiliate of Silicon Valley Bank, where he managed an international team that rendered valuation opinions for emerging growth technology, life science, and venture capital companies. He holds a B.A. from the University of California, Berkeley; an M.S. from the University of Washington; and an M.B.A. from the Yale School of Management.
​​
​​
Select Skills and Qualifications:
​​
​​
Executive and public company board leadership, entrepreneurship, global business, technology, product innovation and business development experience, as well as in-depth knowledge of our industry, through service as our Founder and former Chief Executive Officer and Chairman.
13
Thomas Looney
​​
Independent Director
​​
​​


​​
Director Since: May 2021

Age: 58

Committees: Audit Committee & Compensation Committee
​​
Other Public Company Boards:

Mr. Looney is not a director of any other public company board.
Executive Highlights:
​​
​​
Tom Looney is the former President of Diageo US Spirits & Canada. In this position Mr. Looney maintained full responsibility for the growth and development of the company’s spirits business in the United States & Canada including brands such as Smirnoff, Crown Royal, Baileys, Johnnie Walker, Captain Morgan, and Ketel One. Mr. Looney was also a member of Diageo’s North American Executive Team. Previously, Mr. Looney held the position of President, Diageo Beer Company overseeing US sales, finance, marketing, and innovation teams.
​​
​​
Select Skills and Qualifications:
​​
​​
Extensive innovation, sales, finance and marketing experience.
Renah Persofsky
​​
Independent Director
​​
​​


​​
Director Since: May 2021

Age: 63

Committees: Vice-Chair (Lead Director) and Chair of the Nominating and Governance Committee, Independent Director
​​
Other Public Company Boards:

Ms. Persofsky is currently a director of Hydrofarm Holdings Group, Inc. and Alkemy
Executive Highlights:
​​
​​
Renah Persofsky has over 40 years of business experience. She presently serves as the Board Chair for BookJane, an innovative technology platform that enhances the opportunity of the gig economy in the healthcare space, and as the executive Chair of Green Gruff, a dog wellness company that produces organic and sustainable dog supplements. Renah also serves on the board of Hydrofarm Holdings Group, Inc. America’s oldest and largest independent wholesaler and manufacturer of hydroponics equipment and grow lights. Recently, Renah was appointed to the board of Alkemy, the world’s first plastic mining company. She has been an executive consultant to many iconic Canadian brands including Tim Hortons, Canadian Tire, CIBC, Canada Post and Interac, and was an executive officer of the Bank of Montreal. Ms. Persofsky is a global leader in e-commerce and has co-chaired the Canadian Minister’s Advisory Committee on Electronic Commerce, as well as served as a special advisor to the Minister of Foreign Affairs and Trade.
​​
​​
Select Skills and Qualifications:
​​
​​
Public company board experience, extensive governance and management experience.
14
Walter Robb
​​
Independent Director
​​
​​


​​
Director Since: May 2021

Age: 67

Committees: Chair of the Compensation Committee & Audit Committee Member, Independent Director
​​
Other Public Company Boards:

Mr. Robb is currently a director of The Container Store Group Incorporated.
Executive Highlights:
​​
​​
Walter Robb is the former Co-Chief Executive Officer of Whole Foods Market and brings to Tilray a long and varied entrepreneurial history ranging from natural food retailer to farmer to consultant. Mr. Robb joined Whole Foods Market in 1991 and in 2010 was named co-Chief Executive Officer, at which time he joined the Whole Foods Market board of directors. He is a passionate advocate for greater food access in underserved communities and founded the Whole Kids Foundation during his tenure as Co-CEO. In 2017, Mr. Robb transitioned his leadership focus to mentoring and supporting the next generation of entrepreneurs through the creation of Stonewall Robb Advisors. Mr. Robb is an Executive in Residence at S2G Ventures and serves on the Board of Directors for Union Square Hospitality Group, The Container Store, FoodMaven, Hungry, HeatGenie and Apeel Sciences.
​​
​​
Select Skills and Qualifications:
Executive and public company board experience, and extensive entrepreneurship, management and governance experience.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE ELECTION OF CONTENTSEACH OF THESE NOMINEES FOR DIRECTOR.
15

proper corporate purpose, which could include strategic investments, strategic partnership arrangements, awards or grants under employee equity incentive plans, equity based financing to supportCORPORATE GOVERNANCE
Overview
To guide the execution of the Company’s business strategy, or other general purposes.
The availability of additional authorized shares of common stock would enhance the businessoperation and financial flexibility and allow the Company to execute any of these transactions in the future without the possible delays and significant expense of obtaining additional shareholder approval, except as may be required in particular cases by the Certificate of Incorporation, applicable law or the rules of any stock exchange or other system on which the Company’s securities may then be listed.
The Board believes that additional authorized shares of capital stock will enable the Company to take timely advantage of market conditions and favorable financing and acquisition opportunities that become available to the Company. We anticipate that having additional flexibility will allow us to pursue our strategic objectives, in addition to allowing us to provide equity incentives to our employees in order to attract, retain and motivate key talent.
Rights of Additional Authorized Shares
Any newly authorized shares of common stock will be identical to the shares of common stock now authorized and outstanding. The amendment will not affect the rights of current holders of common stock, none of whom have preemptive or similar rights to acquire the newly authorized shares.
Effects of the Proposal
Adoption of the Authorized Shares Proposal will have no immediate dilutive effect on the proportionate voting power or other rights of the Company’s existing stockholders. The Board has no current plan, arrangement, commitment or understanding to issue shares from the additional authorized shares provided by the Authorized Shares Proposal. However, any future issuance of additional authorized shares of our common stock, at the future direction of the Board generally withoutand its committees, our Board has established charters for its standing committees and our Code of Conduct to reflect our commitment to good corporate governance and to comply with Delaware law, the requirementrules and listing standards of stockholder approval (unless specifically required bythe Nasdaq, the rules and regulations of the SEC and other legal requirements. These materials are available on our website – https://ir.tilray.com/corporate-governance/governance-overview.
These materials are also available in print free of charge to stockholders, upon written request to Tilray, Inc., Investor Relations, 655 Madison Avenue, Suite 1900, New York, New York. Our Board believes that good corporate governance is fundamental to the overall success of our business. To that end, our Board evaluates our corporate governance practices in light of applicable changes in Delaware law, orthe rules and listing standards of the Nasdaq, regulation) may, among other things, dilute the earnings per sharerules and regulations of common stockthe SEC, and the equityrules and voting rightsregulations under the Internal Revenue Code of those holding common stock at1986, as amended (the “Code”), as well as best practices suggested by recognized governance authorities, and makes modifications to our corporate governance practices that it determines are warranted.
Independence of The Board of Directors
Our Board has determined that each of Ms. Renah Persofsky, Ms. Jodi Butts, Mr. David Clanachan, Mr. John M. Herhalt, Mr. David Hopkinson, Mr. Tom Looney and Mr. Walter Robb is independent under the time such additional shareslisting rules of the Nasdaq Global Select Market.
Our Board has also determined that Mr. Simon and Mr. Kennedy are issued.not independent under the listing rules of the Nasdaq Global Select Market.
Potential Anti-Takeover EffectsBoard Leadership Structure
Our Board is currently chaired by our President and Chief Executive Officer, Mr. Simon.
The Authorized Shares ProposalCompany believes that combining the positions of Chief Executive Officer and Board Chair helps to ensure that the Board and management act with a common purpose. In the Company’s view, separating the positions of Chief Executive Officer and Board Chair has the potential to give rise to divided leadership, which could adversely affectinterfere with good decision-making or weaken the Company’s ability to develop and implement strategy. Instead, the Company believes that combining the positions of third partiesChief Executive Officer and Board Chair provides a single, clear chain of command to effectexecute the Company’s strategic initiatives and business plans. In addition, the Company believes that a takeovercombined Chief Executive Officer/Board Chair is better positioned to act as a bridge between management and the Board, facilitating the regular flow of information. The Company also believes that it is advantageous to have a Board Chair with an extensive history with and knowledge of the Company (as is the case with the Company’s Chief Executive Officer) as compared to a relatively less informed independent Board Chair. In addition, the Board believes that it is best served by having a separate independent director (currently Ms. Persofsky) serve as the Company’s Vice Chair to facilitate strong communication and coordination between management and the independent members of the Board.
Role of the Board in Risk Oversight
One of the Board’s key functions is informed oversight of the Company’s risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. Our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Nominating and Corporate Governance Committee monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
16
With respect to cybersecurity risk oversight, our Board of Directors and our Audit Committee receive periodic reports from the appropriate managers on the primary cybersecurity risks facing the Company and the measures the Company is taking to mitigate such risks. In addition to these periodic reports, our Board of Directors and our Audit Committee receive updates from management as to changes to the Company’s cybersecurity risk profile or significant newly identified risks.
Meetings of The Board of Directors
The Board met 15 times during the 12-months ended May 31, 2021. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which she or he served or held during the portion of Fiscal Year 2021 for which she or he was a change in control by,director or committee member.
Information Regarding Committees of the Board of Directors
The Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership as of May 31, 2021 and meeting information for example, permitting issuancesFiscal Year 2021 for each of the applicable Board committees.
​
Name
​​
Audit
Committee
​​
Compensation
Committee
​​
Nominating and
Governance
Committee
​
​
Irwin D. Simon♦
​​
​​
​​
​
​
Jodi Butts
​​
​���
​​
*
​
​
David Clanachan
​​
*
​​
​​
​
​
John M. Herhalt
​​
+
​​
​​
​
​
David Hopkinson
​​
​​
*
​​
*
​
​
Brendan Kennedy
​​
​​
​​
​
​
Tom Looney
​​
*
​​
*
​​
​
​
Renah Persofsky++
​​
+
​​
​​
​
​
Walter Robb
​​
*
​​
+
​​
​
​
Total meetings in Fiscal Year 2021
​​
4
​​
5
​​
3
​
*
Committee Member
+
Committee Chair
++
Lead Director
♦
Chairman of the Board
Director Independence
Nasdaq listing standards require that would dilute the ownership of a person seeking to effect a change in the compositionmajority of our Board be independent. An “independent director” is defined generally as a person other than an officer or contemplatingemployee of the company or its subsidiaries or any other individual having a tender offer or other transaction that the Board determines is not in our best interests orrelationship which in the best interestsopinion of our stockholders. The Board’s ability to issue substantial amountsBoard, would interfere with the director’s exercise of common stock withoutindependent judgment in carrying out the need for stockholder approval, except as may be required by law responsibilities of a director. Our Board conducts an annual assessment of the independence of each member of our Board, taking into consideration all relationships between the Company and/or regulation, uponour officers, on the one hand, and each director on the other, including the director’s commercial, economic, charitable and family relationships, and such terms and conditionsother criteria as our Board may determine from time to time in the exercise of its business judgment, may, among other things, be used to create voting impediments with respect to a change in control or to dilute the stock ownership of stockholders seeking to obtain control of the Company. The issuance of common stock, while providing desirable flexibility in connection with potential financings and other corporate transactions, may have the effect of discouraging, delaying or preventing a change in control of the Company. time.
Our Board however, does not intendhas determined that each of Renah Persofsky, Jodi Butts, David Clanachan, John Herhalt, David Hopkinson, Tom Looney, and Walter Robb qualifies as “independent” as defined under the applicable Nasdaq rules.
The Board monitors its compliance with Nasdaq requirements for director independence on an ongoing basis, including through an annual review of director questionnaires and consideration of transactions and relationships between each director or view the Authorized Shares Proposal as an anti-takeover measure, nor does it contemplate its use in this manner at any time in the foreseeable future.
Appraisal Rights
Pursuant to the DGCL, stockholders are not entitled to appraisal rights with respect to the Authorized Shares Proposal.
Required Vote
Approvalmember of the Authorized Shares Proposal amendment to the Certificate of Incorporation requires the affirmative “FOR” vote of at least a majority of the voting power of the outstanding common stock entitled to vote thereon. You may vote “FOR,” “AGAINST,”his or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE APPROVAL OF THE AUTHORIZED SHARES PROPOSAL.
9

TABLE OF CONTENTS

PROPOSAL 2

OPT-OUT PROPOSAL
Section 203 of the DGCL generally prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the date that such person became an interested stockholder, unless (1) prior to such time, the board of directors of such corporation approves the transaction by which that the person becomes an interested stockholder, (2) upon the consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the outstanding voting stock of such corporation at the time the transaction commenced (excluding voting stock owned by directors who are also officers and certain employee stock plans), or (3) the business combination is approved by the board of directors and at a meeting of stockholders, not by written consent, by the affirmative vote of two-thirds of the outstanding voting stock which is not owned by the interested stockholder. Generally, a “business combination” is defined to include a merger, consolidation, a sale of assets and other transactions resulting in a financial benefit to the interested stockholder and an “interested stockholder” means any person (other than the corporation and any direct or indirect majority-owned subsidiary of the corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the corporation, or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder,her immediate family and the affiliatesCompany as well as other relevant facts and associates of such person. The terms “affiliate,” “associate,” and “person” are each defined in Section 203 of the DGCL.
The Company is currently subject to Section 203 of the DGCL.
The description of the Opt-Out Proposal amendment to the Certificate of Incorporation is qualified in its entirety by reference to the text of the proposed revisions, which are set forth under Article XII in the Certificate of Incorporation and attached as Appendix A. Additions are indicated by underlining, and deletions are indicated by strike-throughs.
If our stockholders approve the Opt-Out Proposal, we intend to file a Certificate of Amendment with the Secretary of State of the State of Delaware promptly following the Special Meeting. The provision expressly electing not to be governed by Section 203 of the DGCL will not be effective until 12 months after the effectiveness of the Certificate of Amendment. Until such time, we will be subject to the restrictions set forth in Section 203 of the DGCL.
Purpose of the Proposal
Opting out of Section 203 of the DGCL will allow the Board to review, evaluate and respond to stockholder ownership and related overtures and dialogue regarding possible business combinations as they are made, and eliminate the need for the Board to prospectively make any determinations about a significant stockholder’s motives or future plans. Additionally, opting out of Section 203 of the DGCL will remove any chilling effect such statute may have on stock ownership of the Company and facilitate candid and fluid stockholder engagement that is not subject to the restrictions of the statute, thereby enabling potential value creation for the stockholders of the Company.circumstances. The Board and the Nominating and Corporate Governance Committee determinedconsidered the
17
directors’ responses to a questionnaire asking about their relationships with the Company (and their immediate family members’ relationships with the Company) and other potential conflicts of interest, as well as material provided by management related to transactions, relationships or arrangements between the Company and the directors or parties related to the directors.
Communications with the Board
Stockholders and other interested parties who wish to communicate directly with any member of our Board, or our non-management directors as a group, may do so by writing to the Board or Non-Management Directors. Historically, the Company has not provided a formal process related to stockholder communications with the Board. Nevertheless, every effort has been made to ensure that it would be advisablethe views of stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. The Company believes its responsiveness to stockholder communications to the best interestsBoard has been very good. The Board has authorized the office of our Legal Department to collect the information and investigate the matter as appropriate based on the nature of the matter. The Legal Department is required to promptly forward a copy of each complaint to the Audit Committee. The Legal Department also has the ability to bring the complaint to the attention of the Company’s full Board of Directors, Chief Executive Officer, Chief Financial Officer or any other party that the Legal Department deems necessary or appropriate. The Legal Department has the ability to investigate any such complaints and can hire outside advisors such as lawyers, accountants and auditors to conduct procedures under the direction of the Audit Committee.
The Board values the input of the stockholders who engaged with us on these important matters, and believes that the changes enhance stockholder rights, provide increased accountability of the Company and our Board to our stockholders, and give us an opportunity to undertakefurther demonstrate our values and commitment to advancing diversity, equity and inclusion.
Related Party Transactions
The following is a summary of transactions for the amendments describedfiscal year ended May 31, 2021 in this proposal.which Tilray was a participant, in which:
Required Votethe amount involved, exceeded or will exceed $120,000; and
Approvalany directors, executive officers or holders of more than 5% of capital stock of Tilray, or any member of the Opt-Out Proposal amendment to the Certificate of Incorporation requires the affirmative “FOR” vote of at least a majorityimmediate family of the foregoing persons, had or will have a direct or indirect material interest.
Leafly Holdings, Inc. (“Leafly”)
The Company has an agreement with Leafly providing for data licensing activities. During the year ended May 31, 2021, the operational expenses incurred in connection with Leafly were less than $120,000.
Docklight LLC (“Docklight”) royalty and management services
The Company pays Docklight a royalty fee pursuant to a brand licensing agreement which provides the Company with exclusive rights in Canada for the use of certain adult-use brands. During the year ended May 31, 2021 the royalty fees paid to Docklight were equal to $125,000.
Fluent and Cannfections
The Company has joint venture arrangements with a 50% ownership and voting powerinterest in each of Fluent and Cannfections. See Note 13 (Interest in equity investees) in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2021 for additional details.
Related-Person Transactions Policy
In July 2018, Tilray adopted a formal written policy that Tilray’s executive officers, directors, key employees, holders of more than 5% of any class of Tilray’s voting securities, and any member of the outstanding common stock entitledimmediate family of and any entity affiliated with any of the foregoing persons, are not permitted to vote thereon. You may vote “FOR,” “AGAINST,”enter into a related-party transaction with Tilray without the prior consent of Tilray’s Audit Committee, or “ABSTAIN” on this proposal. Abstentions haveother independent body of Tilray’s Board in the same effect asevent it is inappropriate for Tilray’s Audit Committee to review such transaction due to a vote against the proposal.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE APPROVAL OF THE OPT-OUT PROPOSAL.conflict of interest. Any request for Tilray to enter into a transaction with an executive officer, director, principal stockholder or any of their
10
18

TABLE OF CONTENTS

PROPOSAL 3

ACT BY WRITTEN CONSENT PROPOSAL
Under Section 228immediate family members or affiliates in which the amount involved exceeds $120,000 will be required to first be presented to Tilray’s Audit Committee for review, consideration and approval. In approving or rejecting any such proposal, Tilray’s Audit Committee will consider the relevant facts and circumstances available and deemed relevant to Tilray’s Audit Committee, including, but not limited to, whether the transaction will be on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the DGCL, unless otherwise providedrelated-party’s interest in the certificatetransaction.
Code of incorporation, any actionConduct
We maintain a Code of Conduct, which has been approved by our Board, to ensure that can be taken atour directors, employees and officers, including our Chief Executive Officer and Chief Financial Officer, understand the basic principles that govern our corporate conduct. The Code of Conduct is available on our website - https://ir.tilray.com/corporate-governance/governance-overview.
A stockholder may request a meeting of stockholders may be taken without a meeting, without prior notice and without a vote if a consent, in writing or by electronic transmission, to the action is signed by the holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were present and voted. Currently, our stockholders do not have the ability to act by written consent.
The descriptioncopy of the ActCode of Conduct by Written Consent Proposal amendment to the Certificate of Incorporation is qualified in its entirety by reference to the textcontacting our Corporate Secretary at 655 Madison Avenue, Suite 1900, New York, New York.
Any waivers or substantive amendments of the proposed revisions, which are set forth under Article VI in the CertificateCode of Incorporation and attached as Appendix A. Additions are indicated by underlining, and deletions are indicated by strike-throughs. Currently, Article VI(B) prohibits our stockholders from taking any action by written consent. As reflected in Appendix A, this restriction is being deleted from the Certificate of Incorporation.
The Act by Written Consent Proposal amendment to the Certificate of Incorporation would become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, which we would file promptly following the Special Meeting if our stockholders approve the Act by Written Consent Proposal.
Purpose of the Proposal
Taking action by written consent in lieu of a meeting is a means stockholders can use to raise important matters outside the normal annual meeting cycle. After continued evaluation of our corporate governance practices and careful consideration of views held by the investment community, the Board and the Nominating and Corporate Governance Committee determined that it wouldConduct will be advisable and in the best interests of the Company and our stockholders to undertake the amendments described in this proposal.
Required Vote
Approval of the Act by Written Consent Proposal amendment to the Certificate of Incorporation requires the affirmative “FOR” vote from the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of shares outstanding and entitled to vote. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE APPROVAL TO ACT BY WRITTEN CONSENT PROPOSAL.publicly disclosed.
11
19

TABLE OF CONTENTS

PROPOSAL 4MEETINGS AND BOARD COMMITTEES
Board Meetings and Director Attendance

GOVERNANCE PROPOSALS
After continued evaluationThe Board met 15 times in the 12-months ended May 31, 2021. In 2021, each incumbent director attended at least 75% of the aggregate of (1) the total number of meetings of our corporate governance practicesBoard (held during the period for which he or she has been a director) and careful consideration(2) the total number of views held bymeetings of all committees of our Board on which the investment community,director served (during the periods that he or she served).
Directors are expected to prepare for and use reasonable efforts to participate in all Board meetings and meetings of the committees on which they serve. The Board and each committee will meet as frequently as necessary to properly discharge their responsibilities, provided that the full Board will meet at least four times per year. In addition, directors are expected to use reasonable efforts to attend the Annual Meeting of Stockholders.
In addition, non-employee directors frequently meet in executive sessions without management in conjunction with each regularly scheduled Board meeting. The Company’s Vice Chair has the primary responsibility to preside over these sessions of the Board. The current Vice Chair is Renah Persofsky.
Committees of the Board
Our Board currently has standing Audit, Compensation and Nominating and Corporate Governance Committee determined that it would be advisable and in the best interests of the Company and our stockholders to undertake the amendments described in this proposal. There are four sub-proposals comprising the Governance Proposals amendment to the Certificate of Incorporation as described below.
The description of the Governance Proposals amendment to the Certificate of Incorporation is qualified in its entirety by reference to the text of the proposed revisions, which are set forth under Article IV, Article VI(A)(2), Article VI(A)(3) and Article VII in the Certificate of Incorporation and attached as Appendix A. Additions are indicated by underlining, and deletions are indicated by strike-throughs.
The Governance Proposals amendment to the Certificate of Incorporation would become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, which we would file promptly following the Special Meeting if our stockholders approve the Governance Proposals.
Authorized Classes of Stock
Committees. All of the Class 1 Common Stock has previously converted to Class 2 Common Stock. The proposed amendments tomembers of these committee meet the Certificate of Incorporation eliminate remaining references to the dual structure of Class 1 Common Stock and Class 2 Common Stock. Instead, the Certificate of Incorporation provides that the Company is authorized to issue two classes of stock, consisting of common stock and “blank check” preferred stock. Upon the effectivenessapplicable independence requirements of the CertificateNasdaq and the SEC. Our Board has the ability to establish special committees, if necessary.
Each of Incorporation,our standing committees is governed by a written charter, which is subject to annual review by each sharerespective committee and approval by the Board. Committee charters are available on our website https://ir.tilray.com/corporate-governance/governance-overview.
Board Committee Membership
As of the Class 2 Common Stock outstanding immediately prior to the effectiveness of the Certificate of Incorporation, will be renamedMay 31, 2021, our committee membership was as and become one share of common stock.
Purpose of the Proposal
In light of all of the outstanding Class 1 Common Stock having converted to Class 2 Common Stock, additional amendments to the Certificate of Incorporation are appropriate to eliminate references to the dual common stock structure of Class 1 Common Stock and Class 2 Common Stock, and instead authorize the issuance of two classes of stock of the Company - common stock and preferred stock, with the name of the existing Class 2 Common Stock being changed to “common stock.”
Declassification of Board
Currently, the Certificate of Incorporation provides that the Board is divided into three classes, with each class serving a staggered three-year term, and only one class being eligible for re-election each annual meeting. Specifically:
The directors designated as Class I directors have terms expiring at the 2022 annual meeting of stockholders;
The directors designated as Class II directors have terms expiring at the 2023 annual meeting of stockholders; and
The directors designated as Class III directors have terms expiring at the 2021 annual meeting of stockholders.
12

TABLE OF CONTENTS

Our current Board members and their respective designation is as follow:follows:
​
Name
​​
Director ClassAudit
Committee
​​
Term EndsCompensation
Committee
​​
Nominating and
Governance
Committee
​
​
Irwin D. Simon ♦
​​
Class II
​​
2023
​​
​
​
Jodi ButtsButtts
​​
Class III
​​
2021
​​
*
​
​
David Clanachan
​​
Class II*
​​
2023
​​
​
​
John M. Herhalt
​​
Class I+
​​
2022
​​
​
​
David Hopkinson
​​
Class III
​​
2021*
​​
*
​
​
Brendan Kennedy
​​
Class I
​​
2022
​​
​
​
ThomasTom Looney
​​
Class III*
​​
2021*
​​
​
​
Renah PersofskyPersofsky++
​​
Class II
​​
2023
​​
+
​
​
Walter Robb
​​
Class I*
​​
2022+
​​
​
Purpose
*
Committee Member
+
Committee Chair
++
Lead Director
♦
Chairman of the Board
Audit Committee
Our Audit Committee met 11 times in the 12-months ended May 31, 2021. Our Audit Committee currently consists of Messrs. Clanachan, Herhalt, Looney and Robb, with Mr. Herhalt serving as the Chair. Our Board has determined each member of our Audit Committee to be independent under the listing standards and Rule 10A-3(b)(1) of the ProposalExchange Act. The chairperson of our Audit Committee is Mr. Herhalt. Our Board has determined that each of John Herhalt and Walter Robb is an “Audit Committee financial expert” within the meaning of SEC regulations. Our Board has also determined that each member of our Audit Committee has the requisite
20
financial expertise required under the applicable requirements of Nasdaq. In arriving at this determination, the Board has examined each Audit Committee member’s scope of experience and the nature of their current and prior employment. . The Board has adopted a written Audit Committee charter that is available to stockholders on the Company’s website at https://ir.tilray.com/.
The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to our accounting, financial and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities of our Audit Committee include:
selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
helping to ensure the independence and performance of the independent registered public accounting firm;
discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent accountants, our interim and year-end operating results;
developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
reviewing our policies on financial risk assessment and risk management;
reviewing related-party transactions;
obtaining and reviewing a report by the independent registered public accounting firm, at least annually, that describes their internal quality-control procedures, any material issues with such procedures and any steps taken to deal with such issues when required by applicable law; and
approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm.
The Audit Committee Report can be found on page 54 of this Proxy Statement.
Compensation Committee
Our Board consideredCompensation Committee met 8 times in the classified board structure compared to an annual voting standard12-months ended May 31, 2021. Our Compensation Committee is comprised of Messrs. Hopkinson, Looney and Robb, with Mr. Robb, serving as chair. We have affirmatively determined that each member of the Compensation Committee qualifies as independent under Nasdaq rules, including the additional independence standards for the election of directors, analyzed current corporate governance trends, and evaluated the appropriatenessmembers of a classifiedCompensation Committee, and that each qualifies as a “non-employee director” as defined in Rule 16b-3 of the Exchange Act and “outside directors” within the meaning of Section 162(m) of the Code.
The Board in lighthas adopted a written Compensation Committee charter that is available to stockholders on the Company’s website at https://ir.tilray.com/.
The primary purpose of our overall corporate governance structure and ongoing stockholder engagement efforts. In connection with this reviewCompensation Committee is to discharge the responsibilities of our Board consideredto oversee our compensation policies, plans and programs and to review and determine the advantageslevel of maintainingcompensation to be paid to our executive officers and other senior management, as appropriate. Specific responsibilities of our Compensation Committee include:
reviewing and approving, or recommending to our Board for approval the classified board structurecompensation of our executive officers;
reviewing and approving, or recommending to our Board for approval the terms of compensatory arrangements with our executive officers;
administering our stock and equity incentive plans;
selecting compensation advisors and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors;
reviewing and approving, or recommending to our Board for approval of the incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate;
21
reviewing and establishing general policies relating to compensation and benefits of our employees; and
reviewing our overall compensation philosophy.
Compensation Committee Process and Procedures
Typically, the Compensation Committee meets at least semiannually and with greater frequency if necessary and appropriate. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with management.
From time to time, various members of management and other employees as well as external advisors or consultants may be invited by the advantages of declassifying the Board.Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The advantagesChief Executive Officer may not participate in-camera, or be present during, any deliberations or determinations of the classified board structure includeCompensation Committee regarding his compensation or individual performance objectives. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of the Company. In addition, under the charter, the Compensation Committee has the authority to obtain, at the expense of the Company, advice and assistance from compensation advisors and internal and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties.
The Compensation Committee has direct responsibility for the oversight of the work of external advisors engaged for the purpose of advising the Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, external compensation advisors to assist in its evaluation of executive and director compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, an external compensation advisor, legal counsel or other advisor to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC and Nasdaq, that bear upon the adviser’s independence; however, there is no requirement that any adviser be independent.
Pursuant to its charter, the Compensation Committee has sole authority to retain or obtain advice from any compensation consultant, legal counsel or other advisor, as the Compensation Committee deems appropriate to assist the Committee in the performance of its duties, including the sole authority to approve the compensation and other terms and conditions of retention. Semler Brossy Consulting Group (“Semler Brossy”) served as the Compensation Committee’s independent compensation consultant in 2021. The Compensation Committee retained Semler Brossy to assist with the development of a classified board structure may promote board continuity, encourage a long-term perspectivepeer group against which to evaluate our executive compensation levels and our proposed equity compensation program. Semler Brossy provided advice or assistance only with respect to executive compensation. For additional information regarding the services provided by managementSemler Brossy, please see the Compensation Discussion & Analysis section.
In 2021, Semler Brossy and its affiliates did not provide additional services to the Company other than at the request of the Compensation Committee. The Compensation Committee determined that Semler Brossy is independent, and there is no conflict of interest resulting from retaining Semler Brossy during 2021. In reaching these conclusions, the Compensation Committee considered the factors set forth in the SEC rules and the Board,Nasdaq listing standards.
The Compensation Committee Report can be found on page 39 of this Proxy Statement.
Nominating and provide protection against certain abusive takeover tactics. While our Board believesCorporate Governance Committee
The Nominating and Corporate Governance Committee met 5 times in the 12-months ended May 31, 2021. Our Nominating and Corporate Governance Committee is comprised of Ms. Butts, Ms. Persofsky and Mr. Hopkinson, with Ms. Persofsky serving as Chair. We have affirmatively determined that these are important considerations, our Board also understands that many investors believe that annually elected boards increase accountability of directors to a company’s stockholders and encourage directors to focus on stockholder interests. Furthermore, the Board recognizes that stockholders of public companies are generally supportive of shifting from classified boards to the annual election of directors. In addition, our Board believes this amendment better aligns our governance with what is considered to be a best practice in corporate governance by the investor community.
Upon the recommendationeach member of the Nominating and Corporate Governance Committee qualifies as independent under Nasdaq rules. The Board has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on the Company’s website at https://ir.tilray.com/.
Specific responsibilities of our Board, the Board has determined that it is in the best interests of the CompanyNominating and its stockholdersCorporate Governance Committee include:
reviewing and recommending to amend the Certificate of Incorporation to eliminate the classified structure of the Board and to provide for the annual election of all directors.
Impact of the Proposal - Annual Elections of Directors
As discussed above, our Certificate of Incorporation currently provides for a “classified” board structure, which means that our Board is divided into three classes, with each class elected every three years. Under this classified board structure, directors are elected to terms that expire onfor approval the annual meeting date three years following the annual meeting at which they were elected, and the terms are “staggered” so that the terms of approximately one-third of the directors expire each year.
The Governance Proposals would become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, which we would file promptly following the Special Meeting if our stockholders approve the Governance Proposals. As a result, if this proposal is approved, each of the nine members of the current Board will stand for re-election at the next annual meetingcompensation of our stockholders and until his or her successor shall be elected and qualified, or his or her earlier death, resignation, or removal from office.
Elimination of Corporate Opportunity Doctrine Limitations
Under Section 144 of the DGCL, certain contracts or transactions in which one or more of a corporation’s directors has an interest are not void or voidable solely because of such interest, provided that one of the following conditions is met: (i) obtaining majority approval in good faith of the disinterested directors following full disclosure of the material facts; (ii) obtaining majority approval in good faith by the stockholders following full disclosure of the material facts; or (iii) the transaction is fair to the corporation. Under Section 122(17) of the DGCL, every corporation has the ability to renounce in its certificate of incorporation or by board action any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, specific business opportunities that are presented to the corporation or to the officers, directors or stockholders. The current Certificate of Incorporation provides thatdirectors;
13
22

TABLE OF CONTENTS

reviewing periodically and evaluating director performance on our Board and its applicable committees and recommending to our Board and management areas for improvement;
interviewing, evaluating, nominating and recommending individuals for membership on our Board;
reviewing developments in corporate governance practices;
overseeing and reviewing our processes and procedures to provide information to our Board and its committees;
reviewing and recommending to our Board any amendments to our corporate governance policies; and
reviewing and assessing, at least annually, the Company renounces any interest or expectancyperformance of the Nominating and Corporate Governance Committee and the adequacy of its charter.
The Board believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or anyher field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interests of its affiliated companies in, or in being offered an opportunitythe Company’s stockholders. However, the Board retains the right to participate in, any “dual opportunity” (as definedmodify these qualifications from time to time. Candidates for director nominees are reviewed in the current Certificatecontext of Incorporation) about which a “dual role person” (as defined in the current Certificate of Incorporation) acquires knowledge.
Purposecomposition of the Proposal
The removalBoard, the operating requirements of the corporate opportunity doctrine provisions will ensure that directors, officersCompany and controlling stockholders will not be able to take advantagethe long-term interests of opportunities beneficial tostockholders. In conducting this assessment, the Company for themselves without first disclosingNominating and Corporate Governance Committee typically considers diversity, age, skills and such other factors as it deems appropriate, given the opportunity tocurrent needs of the Board and giving the Board the opportunityCompany, to decline the opportunity on behalfmaintain a balance of the Company.
Removal of Directorsknowledge, experience and capability.
In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee, if it deems appropriate, will use a corporation withprofessional search firm to compile a classified boardlist of directors, stockholderspotential candidates. The Nominating and Corporate Governance Committee reviews these directors’ overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for Nasdaq purposes, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board.
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may removedo so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: 655 Madison Avenue 19th Floor New York, New York 10065. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director only for cause, unlessand a representation that the certificatenominating stockholder is a beneficial or record holder of incorporation otherwise. Currently, any individual director or directors maythe Company’s stock. Any such submission must be removed for causeaccompanied by the affirmative votewritten consent of the holders of at least two-thirdsproposed nominee to be named as a nominee and to serve as a director if elected.
Compensation Committee Interlocks and Insider Participation
There were no Compensation Committee interlocks in respect of the voting power of all then-outstanding shares of capital stock of Tilray entitled to vote generally at an election of directors.
Purpose of the Proposal
Under the DGCL, directors serving on a classified board may be removed by stockholders only for cause (unless otherwise provided in the certificate of incorporation), while directors serving on a non-classified board may be removed by stockholders with or without cause. Thus, the proposed amendments if approved by our stockholders will also give our stockholders the ability to remove a director from the Board without cause beginning at next annual meeting of stockholders when the Board is fully declassified.
The Board believes that allowing the removal of directors from the Board with or without cause is appropriate because such changes will increase director accountability to stockholders and allow stockholders the ability to influence corporate governance policies and will further hold the Board and management of the Company accountable for implementing these policies. In addition, if the classified board structure is removed so that directors are elected to one-year terms, DGCL does not permit provisions specifying that directors may be removed only for cause.
Required Vote
Approval of the Governance Proposals requires the affirmative “FOR” vote from the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of shares outstanding and entitled to vote. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE APPROVAL OF THE GOVERNANCE PROPOSALS.fiscal year ended May 31, 2021.
14
23

TABLE OF CONTENTS

PROPOSAL 5
DIRECTOR COMPENSATION

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
CONFORMING AMENDMENTS PROPOSALOur non-employee directors are entitled to receive compensation for their service consisting of annual cash retainers and equity awards, as described below. Our Board may revise the policy as it deems necessary or appropriate. On June 21, 2021, following the Business Combination and in connection with the appointment of the new non-employee directors, the Compensation Committee revised the non-employee director compensation policy.
Until recently, weCash Compensation. Effective May 1, 2021, all non-employee directors are entitled to receive the following annual cash compensation:
​
Board of Directors
​​
$120,000
​
​
Chair of committee:
​​
​
​
Audit
​​
$20,000
​
​
Compensation
​​
$20,000
​
​
Nominating and Corporate Governance
​​
$20,000
​
​
Lead Independent Director:
​​
$90,000
​
Equity Compensation. On June 21, 2021, all non-employee directors were granted a “controlled company,”one-time equity award equal to $200,000 in RSUs in connection with their initial election or appointment to the Board as a non-employee director, subject to three (3) year equal and asratable vesting, assuming continued Board service for such our Certificate of Incorporation included several provisions which are no longer applicable.period. In addition, this proposal implements certain other administrative and conforming amendments and changeseach director is granted an annual RSU grant for Class 2 Common Stock with a total value of $200,000, subject to 100% “cliff” vesting on the Certificate of Incorporation as necessary in lightearlier of the foregoing proposals.(i) one (1) year anniversary of such grant date or (ii) next annual stockholder meeting, assuming continued Board service for such period. No equity awards were granted during Fiscal Year 2021.
DIRECTOR COMPENSATION FOR FISCAL YEAR 2021
The description of the Conforming Amendments Proposal amendmentfollowing table sets forth information regarding compensation earned by or paid to the Certificate of Incorporation is qualified in its entirety by reference to the text of the proposed revisions, which are set forth under Article IV and other minor references in the Certificate of Incorporation and attached as Appendix A. Additions are indicated by underlining, and deletions are indicated by strike-throughs.
The Conforming Amendments Proposal amendment to the Certificate of Incorporation would become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, which we would file promptly following the Special Meeting if our stockholders approve the Conforming Amendments Proposal.non-employee directors during 2021.
​
Name
​​
Fees Earned or
Paid in Cash ($)
​​
Stock
Awards ($)
​​
Total ($)
​
​
Former Directors
​​
​​
​​
​
​
Michael Auerbach(1)
​​
13,333
​​
—
​​
13,333
​
​
Rebekah Dopp(1)
​​
27,333
​​
—
​​
27,333
​
​
Soren Schroder(1)
​​
25,833
​​
—
​​
25,833
​
​
Christine St.Clare(1)
​​
27,500
​​
—
​​
27,500
​
​
Current Directors
​
​
Jodi Butts(2)
​​
10,000
​​
—
​​
10,000
​
​
David F. Clanachan(2)
​​
10,000
​​
—
​​
10,000
​
​
John M. Herhalt(2)
​​
11,667
​​
—
​​
11,667
​
​
David Hopkinson
​​
10,000
​​
—
​​
10,000
​
​
Brendan Kennedy
​​
10,000
​​
—
​​
10,000
​
​
Thomas Looney
​​
10,000
​​
—
​​
10,000
​
​
Renah Persofsky(2)
​​
19,167
​​
—
​​
19,167
​
​
Walter Robb
​​
11,667
​​
—
​​
11,667
​
Purpose of the Proposal
The proposed amendments provide for certain other changes, including eliminating certain provisions related to its prior status as a “controlled company” within the meaning of the listing rules of Nasdaq, which are no longer applicable. In addition, the Certificate of Incorporation being amended and restated in its entirety, will require moving certain provisions to other articles or sections of the certificate and changing the wording of various provisions. Additional amendments to the Certificate of Incorporation are appropriate to eliminate obsolete language that is no longer be applicable and to make such other changes that are more appropriate for an established public company.
Required Vote
Approval of the Conforming Amendments Proposal amendment to the Certificate of Incorporation requires the affirmative “FOR” vote from the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of shares outstanding and entitled to vote. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have the same effect as a vote against the proposal.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE APPROVAL OF THE CONFORMING AMENDMENTS PROPOSAL.
(1)
Each of Michael Auerbach, Rebekah Dopp, Soren Schroder and Christine St.Clare resigned as members of the Board effective April 30, 2021.
(2)
The fees have been converted into USD with an exchange rate of $0.8283 (USD) to $1.0000 (CAD).
(3)
The table below lists the aggregate number of shares subject to outstanding equity awards held by each of our non-employee directors.
15
24

TABLE OF CONTENTS

​
Name
​​
Number of shares
Subject to
Outstanding
Options as of May 31, 2021
​​
Number of shares
Underlying
RSUs as of May 31, 2021
​
​
Former Directors
​​
​​
​
​
Michael Auerbach(1)
​​
347,403
​​
—
​
​
Rebekah Dopp(1)
​​
—
​​
—
​
​
Soren Schroder(1)
​​
—
​​
—
​
​
Christine St.Clare(1)
​​
—
​​
—
​
​
Current Directors
​​
​​
​
​
Jodi Butts
​​
—
​​
33,276
​
​
David F. Clanachan
​​
—
​​
—
​
​
John M. Herhalt
​​
—
​​
51,414
​
​
David Hopkinson
​​
—
​​
42,751
​
​
Brendan Kennedy
​​
2,762,954
​​
—
​
​
Thomas Looney
​​
—
​​
51,414
​
​
Renah Persofsky
​​
30,710
​​
60,192
​
​
Walter Robb
​​
—
​​
42,751
​
PROPOSAL 6

ADJOURNMENT PROPOSAL
If at the Special Meeting, the number of shares of common stock present or represented and voting in favor of one or more of the prior proposals is insufficient to approve such proposal, our management may move to adjourn the Special Meeting in order to enable our Board to continue to solicit additional proxies in favor of such proposals. In that event, you will be asked to vote only upon the adjournment, postponement or continuation proposal and not on any other proposals.
In this proposal, we are asking you to authorize the holder of any proxy solicited by our Board to vote in favor of adjourning, postponing or continuing the Special Meeting and any later adjournments. If our stockholders approve the adjournment, postponement or continuation proposal, we could adjourn, postpone or continue the Special Meeting, and any adjourned session of the Special Meeting, to use the additional time to solicit additional proxies in favor of Proposals 1-5, including the solicitation of proxies from stockholders that have previously voted against the proposal. Among other things, approval of the adjournment, postponement or continuation proposal could mean that, even if proxies representing a sufficient number of votes against Proposals 1-5 have been received, we could adjourn, postpone or continue the Special Meeting without a vote on Proposals 1-5 and seek to convince the holders of those shares to change their votes to votes in favor of the approval of Proposals 1-5.
Required Vote
Approval of any adjournment of the Special Meeting, if necessary or appropriate, to permit further solicitation of additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposals 1-5 requires the affirmative “FOR” vote of a majority of the voting power present or represented by proxy. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on this proposal. Abstentions have no effect on this proposal.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
(1)
Each of Michael Auerbach, Rebekah Dopp, Soren Schroder and Christine St.Clare (the “Former Directors”) resigned from the Board and from all committees of the Board of which such individual was a member, effective as of the Effective Time of the Business Combination. In connection with the change of control of Tilray, the Board accelerated the vesting of all unvested equity awards granted to the Former Directors. As of May 31, 2021, no RSU awards remained outstanding for the Former Directors.
16
25

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTOWNERSHIP MATTERS
Security Ownership of Principal Stockholders
The following table sets forth information with respect to the beneficial ownership of our capital stock as of June 22,September 15, 2021, by:
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Class 2 common stock;Common Stock;
each of our named executive officers;
each of our directors; and
all of our executive officers and directors as a group.
The percentage of shares beneficially owned shown in the table is based on shares of Class 2 Common Stock outstanding as of June 22,September 15, 2021. Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including stock options or warrants that are exercisable within 60 days of June 22,September 15, 2021 or restricted stock units that will vest within 60 days of June 22,September 15, 2021. Our shares of Class 2 common stockCommon Stock issuable pursuant to stock options, warrants or restricted stock units are deemed outstanding for computing the percentage of the person holding such options and the percentage of any group of which the person is a member but are not deemed outstanding for computing the percentage of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of Class 2 Common Stock shown that they beneficially own, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Section 13(d) and 13(g) of the Securities Act.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Tilray, Inc., 655 Madison Avenue, 19th19th Floor, New York, NY 10065.
 
​​
Class 2 Common Stock Beneficially Owned
Name of Beneficial Owner
​​
Number
​​
Percent
Greater than 5% stockholders:
​​
N/A
​​
N/A
Directors and Named Executive Officers:
​​
 
​​
 
Irwin D. Simon(1)
​​
1,427,621
​​
*
Renah Persofsky(2)
​​
47,013
​​
*
Jodi Butts
​​
—
​​
—
David Clanachan
​​
—
​​
—
John M. Herhalt
​​
6,225
​​
*
David Hopkinson
​​
—
​​
—
Brendan Kennedy(3)
​​
11,978,433
​​
2.67%
Tom Looney
​​
628
​​
*
Walter Robb
​​
4,190
​​
*
Carl Merton(4)
​​
265,980
​​
*
Denise Faltischek(5)
​​
295,960
​​
*
Jim Meiers(6)
​​
198,531
​​
*
All current executive officers and directors as a group (12 individuals)(7)
​​
14,224,581
​​
3.17%
​
​​
Common Stock Beneficially Owned
​
​
Name of Beneficial Owner
​​
Number
​​
Percent
​
​
Greater than 5% stockholders:
​​
N/A
​​
N/A
​
​
Directors and Named Executive Officers:
​​
​​
​
​
Irwin D. Simon(1)
​​
1,584,483
​​
*
​
​
Renah Persofsky(2)
​​
​106,541
​​
*
​
​
Jodi Butts(3)
​​
​33,276
​​
​*
​
​
David Clanachan
​​
—
​​
—
​
​
John M. Herhalt(4)
​​
​51,414
​​
*
​
​
David Hopkinson(5)
​​
​42,751
​​
​*
​
​
Brendan Kennedy(6)
​​
​10,859,302
​​
​2.36%
​
​
Tom Looney(7)
​​
​52,042
​​
*
​
​
Walter Robb(8)
​​
​46,491
​​
*
​
​
Carl Merton(9)
​​
​282,306
​​
*
​
​
Denise Faltischek(10)
​​
​324,936
​​
*
​
​
Jim Meiers(11)
​​
​239,346
​​
*
​
​
All current executive officers and directors as a group (12 individuals)(12)
​​
​13,623,338
​​
​2.96%
​
*
Represents less than one percent of the outstanding Common Stock.
(1)
Represents (a) 370,208722,596 shares of Class 2 Common Stock held directly by Mr. Simon and (b) 840,628861,887 shares underlying options to purchase shares of Class 2 Common Stock held directly by Mr. Simon, (c) 10,682 shares underlying options to purchase shares of Class 2 Common Stock held directly by Mr. Simon that are exercisable within 60 days of June 22, 2021, and (d) 206,103 shares of Class 2 Common Stock issuable pursuant to restricted stock units held directly by Mr. Simon that vest within 60 days of June 22, 2021.Simon.
26
(2)
Represents (a) 15,639 shares of Class 2 Common Stock held directly by Ms. Persofsky, (b) 30,710 shares underlying options to purchase shares of Class 2 Common Stock held directly by Ms. Persofsky andthat have fully vested, (c) 664 shares of Class 2 Common Stock issuable pursuant to restricted stock units held directly by Ms. Persofsky.Persofsky that have fully vested, and (d) 59,528 restricted (deferred) stock units that have fully vested, which will convert into an equivalent number of shares of Common Stock when Ms. Persofsky ceases to serve as a director of the Company.
17

TABLE OF CONTENTS

(3)
Represents (a) 9,114,81033,276 restricted (deferred) stock units that have fully vested, which will convert into an equivalent number of shares of Class 2Common Stock when Ms. Butts ceases to serve as a director of the Company.
(4)
Represents (a) 6,225 shares of Common Stock issuable pursuant to restricted stock units held directly by Mr. Herhalt that have fully vested and (b) 45,189 restricted (deferred) stock units that have fully vested, which will convert into an equivalent number of shares of Common Stock when Mr. Herhalt ceases to serve as a director of the Company.
(5)
Represents 42,751 restricted (deferred) stock units that have fully vested, which will convert into an equivalent number of shares of Common Stock when Mr. Hopkinson ceases to serve as a director of the Company.
(6)
Represents (a) 7,974,196 shares of Common Stock held directly by Mr. Kennedy, (b) 2,628,6832,650,166 shares of Class 2 Common Stock that are issuable upon the exercise of options held directly by Mr. Kennedy and (c) 234,940 shares of Class 2 Common Stock held directly by a limited liability company, of which Mr. Kennedy is the sole member and has sole voting and investment power decisions as it relates to such limited liability company.
(4)(7)
Represents (a) 173,826628 shares of Class 2 Common Stock held directly by Mr. Merton,Looney, (b) 32,2956,225 shares of Class 2 Common Stock issuable pursuant to restricted stock units held directly by Mr. Merton,Looney that have fully vested and (c) 59,85945,189 restricted (deferred) stock units that have fully vested, which will convert into an equivalent number of shares of Class 2Common Stock when Mr. Looney ceases to serve as a director of the Company.
(8)
Represents (a) 4,190 shares of Common Stock held directly by Mr. Robb and (b) 42,751 restricted (deferred) stock units that have fully vested, which will convert into an equivalent number of shares of Common Stock when Mr. Robb ceases to serve as a director of the Company.
(9)
Represents (a) 220,207 shares of Common Stock held directly by Mr. Merton, (b) 43,839 shares of Common Stock issuable pursuant to restricted stock units held directly by Mr. Merton that vest within 60 dayshave fully vested and (c) 18,260 restricted (deferred) stock units that have fully vested, which will convert into an equivalent number of June 22, 2021.shares of Common Stock when Mr. Merton ceases to serve as an officer of the Company.
(5)(10)
Represents (a) 20,51775,936 shares of Class 2 Common Stock held directly by Ms. Faltischek and (b) 249,000 shares of Class 2 Common Stock that are issuable upon the exercise of options held directly by Ms. Faltischek and (c) 26,443 shares of Class 2 Common Stock issuable pursuant to restricted stock units held directly by Ms. Faltischek that vest within 60 days of June 22, 2021.have fully vested.
(6)(11)
Represents (a) 165,98373,363 shares of Class 2 Common Stock held directly by Mr. Meiers and (b) 32,548165,983 shares of Class 2 Common Stock issuable pursuant to restricted stock unitsupon the exercise of options held directly by Mr. Meiers that vest within 60 days of June 22, 2021.Meiers.
(7)(12)
Represents (a) 12,735,6499,321,695 shares of Class 2 Common Stock, (b) 1,120,3383,957,746 shares of Class 2 Common Stock that are issuable upon the exercise of options, (c) 32,95956,953 shares of Class 2 Common Stock issuable pursuant to restricted stock units and (d) 10,682286,944 shares underlying options to purchase shares of Class 2 Common Stock that are exercisable within 60 days of June 22, 2021, and (e) 324,953 shares of Class 2 Common Stock issuable pursuant to restricted (deferred) stock units that vest within 60 days of June 22, 2021.units.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors, executive officers and persons beneficially holding more than 10% of our Common Stock to file with the SEC reports of their ownership of our Common Stock and any changes in that ownership. To our knowledge, all of these filing requirements were timely satisfied in Fiscal Year 2021. In making this statement, we have relied upon the written representations of our directors and executive officers and copies of reports that have been filed with the SEC.
18
27

TABLE OF CONTENTS

OTHER BUSINESSCOMPENSATION DISCUSSION & ANALYSIS
The Company knows of no other matters to be voted on atThis compensation discussion and analysis (“CD&A”) describes our executive compensation philosophy and objectives and the Special Meeting or any adjournment or postponementdecisions of the meeting. If, however, other matters are presented for a vote atCompensation Committee from January 1, 2021 through May 31, 2021 (the “Fiscal Year 2021”) including actions taken by the meeting,Compensation Committee following completion of the proxy holdersBusiness Combination, which closed on April 30, 2021 (the individuals designated“Effective Time”). It also focuses on the proxy card) will vote your shares according to their judgment on those matters.
It is important that your shares be represented at the Special Meeting, regardlessCompany’s compensation programs following completion of the Business Combination and the current and anticipated compensation programs of the Company following its merger with Aphria (the Company after completion of the Business Combination is referred to throughout this CD&A as “New Tilray”). The purpose of the CD&A is to provide stockholders with an understanding of the Company’s compensation philosophy and objective as well as an overview of the analysis that the Compensation Committee performed in setting New Tilray’s executive compensation.
Because New Tilray was the legal acquirer of Aphria, the compensation of Former Executives (as defined below) of Tilray for periods prior to the Business Combination is discussed and analyzed. The compensation of New Tilray Leadership (as defined below) is also discussed and analyzed for periods subsequent to the Effective Time. In addition, we provide a discussion and analysis of the New Tilray executive compensation programs going forward, which reflect the decisions made by New Tilray’s Compensation Committee.
Identification of Named Executive Officers
Our named executive officers (“NEOs”), consist of all persons, including before and after completion of the Business Combination, who served as (i) our Chief Executive Officer or Chief Financial Officer from the Fiscal Year 2021; (ii) the next three most highly compensated executive officers who were serving as of May 31, 2021; and (iii) two additional individuals for whom disclosure would have been made but for the fact that the individual was not serving as an executive officer of the Company on May 31, 2021. We experienced a number of shares that you hold. Youleadership transitions in the Fiscal Year 2021 due to the Business Combination, as more fully described in this CD&A below, and therefore the following eight current and former executive officers are therefore, urged to vote as promptly as possible to ensure your vote is recorded.
Company Website
We maintain a website at https://www.tilray.com/. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement.NEOs for the Fiscal Year 2021:
​
Current Tilray Executive Officers as of May 1, 2021 (the “New Tilray Leadership”)
​
​
Name
​​
By OrderPosition
​
​
Irwin Simon
​​
President, Chief Executive Officer and Chairman of the Board
​
​
Carl Merton
​​
Chief Financial Officer
​
​
Denise Faltischek
​​
Head of International and Chief Strategy Officer
​
​
James Meiers
​​
Head of Canada
​
​
Former Tilray Executive Officers (the “Former Executives”)
​
​
Brendan Kennedy
​​
President and Chief Executive Officer (through April 30, 2021)(1)
​
​
Michael Kruteck
​​
Chief Financial Officer (through April 30, 2021)
​
​
Jon Levin
​​
Chief Operating Officer (through April 30, 2021)
​
​
Andrew Pucher
​​
Chief Corporate Development Officer (through March 31, 2021)
​
(1)
Mr. Kennedy became a non-employee director effective May 1, 2021.
Recent Leadership Developments in Fiscal Year 2021
During the Fiscal Year 2021, the Company announced a number of changes to our leadership team.
Effective May 1, 2021, Irwin Simon became our President, Chief Executive Officer and Chairman of the Board of Directors of the Company (the “Board”) following the resignation of our former President and Chief Executive Officer, Brendan Kennedy.
Andrew Pucher, Jon Levin and Michael Kruteck separated from the Company, effective March 31, 2021, April 30, 2021 and May 6, 2021, respectively. Each of their respective roles was assumed by other executives within the Company (including the New Tilray Leadership), reflecting the Board’s commitment to succession planning. See “Potential Payments Upon Termination or Change of Control” following this CD&A for more information concerning the separation payments and benefits paid or payable to Messrs. Pucher, Kruteck and Levin.
28
Additionally, during the Fiscal Year 2021, seven new independent directors were elected to the Board. The Board’s standing committees were also re-constituted during the Fiscal Year 2021, and the Board elected new independent Chairs for the Audit, Compensation, and the Nominating and Governance Committees. Mr. Kennedy became a non-employee director of New Tilray following the closing of the Business Combination.
In 2020, the Company did not engage any independent compensation consultant to assist in executive compensation determinations. In preparation for the consummation of the Business Combination which resulted in a reverse acquisition of Tilray by Aphria, the Aphria Compensation Committee consulted with a new independent compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”), beginning in March 2021. Semler Brossy provided advisory services to the Compensation Committee after the Effective Time. The Compensation Committee assessed the independence of Semler Brossy prior to its engagement and determined that its work for the Compensation Committee would not raise any conflict of interest. See “Role of Compensation Consultant” for additional detail regarding Semler Brossy’s role.
Executive Compensation Program
The Compensation Committee of our Board has the primary responsibility for establishing our executive compensation philosophy and determining the specific components and levels of each NEO’s compensation. Our compensation program is designed to provide our NEOs with meaningful incentives and rewards, while effectively balancing the short-term and long-term interests of our stockholders with our ability to attract and retain talented executives. Our compensation approach is tied to our key strategic initiatives following the Business Combination and anticipated growth and the current performance goals are set with the objectives of increasing our revenues and EBITDA; increasing our market share in applicable geographic regions; and advancing our product development, thereby, increasing stockholder value. Our executive compensation program is based on four guiding principles. We have created a compensation program that combines short-term and long-term components, cash, equity, fixed and performance-based contingent payments, in the proportions that we believe achieve these four guiding principles:
enhance stockholder value by aligning the financial interests of our NEOs with those of our stockholders;
enable us to attract, motivate and retain the people needed to support our long-term goal of being an industry leader;
integrate compensation closely with the achievement of our business and performance objectives; and
reward the individual performance that contributes to our short-term and long-term successes.
An important element of our compensation philosophy is to provide our NEOs with compensation packages that are competitive with the compensation offered to executives in comparable positions in cannabis, biotech/pharmaceuticals, and consumer-packaged goods companies of similar size and operating in similar geographies in order to attract dynamic and innovative executives to lead our strategic initiatives. As such, the Compensation Committee utilizes and relies significantly on a competitive market analysis when determining the size, components and mix of our NEOs’ compensation packages.
Background Regarding Business Combination and Compensation Matters
In December 2020, the Company and Aphria entered into the Arrangement Agreement; the transactions which were contemplated in the Business Combination Agreement were consummated on April 30, 2021. During this transition period, the Compensation Committee (prior to the time it was re-constituted) did not set any incentive or compensation targets for those executives who were terminated or changed roles in connection with the Business Combination. The separation terms of the Former Executives are described below.
With respect to the New Tilray Leadership at the Effective Time, their existing employment agreements with Aphria were assumed and continued in effect until new, superseding employment agreements, which are described below, were entered into in July 2021.
Pursuant to the terms of the Business Combination, all outstanding equity awards under the Aphria Omnibus Long-Term Incentive Plan immediately prior to the Effective Time were assumed and exchanged into either an option to acquire a number of shares of Company Class 2 Common Stock (“Option”) or a right pursuant to a restricted stock unit or a deferred stock unit to receive shares of Company Class 2 Common Stock upon settlement (“RSU”), as applicable, equal to the product of (x) the number of Aphria shares subject to such Option or RSU immediately prior to the Effective Time multiplied by (y) 0.8300 (the “Exchange Ratio”), for a total of 6,461,092
29
shares of Class 2 Common Stock (the “Exchanged Awards”). The Options have a per share exercise price equal to (A) the per share exercise price applicable to such option prior to the Effective Time divided by the Exchange Ratio. In addition, in its discretion, the Compensation Committee determined that in order to align the treatment of outstanding Tilray equity awards held by the Former Executives, which were fully accelerated as a result of the Business Combination, assumed and exchanged awards held by the Tilray New Leadership were accelerated in August 2021.
Following the Business Combination, the Company’s annual compensation consists of the following principal components: (a) base salary, (b) eligibility for an annual cash incentive payment and (c) long-term equity incentive compensation.
Role of Compensation Consultant
In March 2021, the Aphria Compensation Committee, in preparation for compensation matters that might need to be considered as a result of the Business Combination, engaged Semler Brossy to complete a comprehensive review of the Company’s executive compensation peer group and pay levels and aid in the transition of our compensation programs for New Tilray following the completion of the Business Combination. In May 2021, the Compensation Committee appointed Semler Brossy to advise on executive compensation matters given its expertise in the cannabis and biotechnology industry and its knowledge on our peer companies. Semler Brossy has continued to provide advice on our compensation programs and practices and our executive compensation decisions.
The total fees paid to Semler Brossy for the Fiscal Year 2021 were $281,267. During the Fiscal Year 2021, the Compensation Committee reviewed the fees provided to Semler Brossy relative to its revenue, services provided by Semler Brossy to the Company, the relationships between Semler Brossy and its consultants and the Company and its executives, and other factors relating to Semler Brossy’s independence, and concluded that Semler Brossy is independent within the meaning of Nasdaq rules and that its engagement did not present any conflict of interest.
Semler Brossy’s compensation advisory services included the following:
an assessment of our executive compensation philosophy and plan structures and objectives;
the development of a peer group of companies for compensation comparison purposes;
a review of considerations and market practices related to short-term cash incentive plans and a review of long-term equity and other incentive trends in the cannabis, biotechnology, and consumer-packaged goods industries;
the collection of competitive compensation levels for each of our executive positions;
an assessment of our executives’ base salaries, cash bonuses, and equity compensation levels;
a review of our equity compensation strategy, including the development of award guidelines; and
a review of board of director compensation market practices among biopharmaceutical companies of comparable size and/or stage.
All other analyses related to executive compensation for the Fiscal Year 2021 were conducted internally. Internal analyses included gathering and analyzing data and reviewing and advising on principal aspects of executive compensation. Base salaries, equity awards, and bonuses for executive officers were among the items reviewed based on market data provided by Semler Brossy.
Establishing Market-Competitive Pay Levels For New Tilray
Semler Brossy’s review allowed the Compensation Committee to evaluate both the overall fairness and effectiveness of the Company’s approach to executive compensation and, the need to adjust the critical elements of the executive compensation package (i.e., base salary, short-term and long-term incentives).
Semler Brossy completed their initial assessment of the peer group analysis and the executive compensation program between March and June 2021and provided its respective recommendations to the Compensation Committee at those times. The Compensation Committee intends to continue to assess the Company’s executive and director compensation programs through the market analysis and other services provided by Semler Brossy.
30
The Compensation Committee reviews and approves all compensation decisions relating to our executives, including our NEOs, and oversees and administers our executive compensation programs and initiatives. Our compensation program is designed to attract and retain talented employees, to motivate them to achieve our key financial, operational, and strategic goals, and to reward them for superior performance. Assuming we continue to meet our corporate, operational and research milestones, add to our senior management team, and progress toward commercialization of additional products, we expect that the overall philosophy and the specific direction, emphasis, and various components of our executive compensation program will evolve. Following completion of the Business Combination, the objectives of the compensation program included:
a program structure to attract, motivate and retain a highly qualified executive management team.
linking executive compensation to key corporate objectives, including near-term product development and business development goals, as well as to define individual management objectives established by the Compensation Committee;
compensate competitively with the practices of similarly staged and situated biopharmaceutical companies; and
create management incentives designed to enhance stockholder value.
Peer Group Composition
In consultation with Semler Brossy, the review of the Fiscal Year 2021 peer group appropriately balanced the following four relevant spectrums:
1.
Industry: Focus was given to companies in the cannabis industry as this best represents the main customer, labor and capital markets in which Tilray competes; however, given Tilray is larger than other cannabis companies, it was important to assess other industries as well.
Broader biotechnology / pharmaceuticals companies were included because they are similar to Tilray’s medical cannabis business in many respects.
Companies in the consumer-packaged goods industry were also considered due to Tilray’s consumer-product based business model, and in connection with the Business Combination, Tilray’s expansion of products and services in the brewery and distillery industry.
Because the Company’s operations span multiple industries, the Committee also believes that a consistent approach across the breadth of the Company’s operations with respect to features of our overall executive compensation structure is best achieved by reference to a group of general industry peers that is broader than the cannabis, biotechnology, and consumer-packaged goods industry peers.
2.
Size: Company size is a strong indicator of organizational complexity and drives scope of accountability.
Given the anticipated growth of Tilray following the Business Combination and the cannabis sector overall, a wider financial lens was applied by Semler Brossy and revenue was the primary indicator of size. Total assets and market capitalization were used as secondary reference points.
3.
Operations: As Tilray is an established international operator in the cannabis industry, focus was given to companies that are based in North America and have international operations.
4.
Location: The regions or countries where Tilray competes for talent. Our approach proposes to focus the executive compensation analysis primarily to Canadian and U.S.-based companies.
Since Tilray is U.S.-based with Canadian and U.S.-sourced executives, the Canadian and U.S. markets are both relevant sources of data. Should other markets become relevant in the future, consideration will be given to including companies from those geographies in Tilray’s peer group.
It was important to the Compensation Committee that the peer group reflect high revenue growth companies. The Compensation Committee engaged Semler Brossy in March 2021 to compare broader industry pay practices for similarly sized public, cannabis and biotechnology companies with revenue from $473 million at the 25th percentile to $1.734 billion at the 75% percentile and a market cap > $2.5 billion to $50 billion.
31
The ultimate outcome of this peer group review with Semler Brossy’s assistance and guidance was the creation of the following 18-company peer group in Spring 2021 for purposes of determining the compensation arrangements for the New Tilray Leadership:
​
Cannabis Companies
Canopy Growth Corporation
Curaleaf Holdings, Inc.
​​
Cresco Labs, Inc.
Green Thumb Industries, Inc.
​​
GW Pharmaceuticals plc
Trulieve Cannabis Corp.
​
​
Biotechnology/Pharmaceutical/Technology
Companies
 Catalent, Inc.
DocuSign, Inc.
​​
Etsy, Inc.
Incyte Corporation
​​
Neurocrine Biosciences, Inc.
Unity Software Inc.
​
​
Consumer Packaged Goods/Alcohol Companies
 Beyond Meat
Constellation Brands, Inc.
​​
Monster Beverage
National Beverage
​​
The Boston Beer Company, Inc.
The Simply Good Food Co.
​
As the cannabis industry and our business evolves and matures, the Compensation Committee will continue to evaluate the appropriateness of each peer annually and make any necessary changes.
Elements of Compensation and 2021 Determinations for New Tilray Leadership
Our executive compensation program has historically consisted of three principal components: base salary, annual cash incentive payments (together with base salary, “total cash compensation”), and long-term equity incentive compensation. The long-term equity incentive compensation has consisted primarily of restricted stock units, and historically stock options, which vest over time if the executive remains employed with the Company. We also provide our NEOs with certain other benefits including severance and change-of-control benefits, the ability to participate in our 401(k) plan and other employee benefit plans that are generally available to all other eligible employees.
In reviewing our senior executive compensation, the Compensation Committee considers data regarding the competitive market for senior executive talent. For Fiscal Year 2021, at the Compensation Committee’s request, Semler Brossy provided a competitive assessment of the compensation practices at companies with which the Company competes for senior executive talent. The 2021 assessment included information regarding total compensation packages at companies engaged in similar business activities (cannabis industry peers) and, for more general reference, an index of total compensation packages at other applicable primarily publicly-traded U.S. companies (general industry), all as described above. Relevant comparisons among executives at these companies are identified and are then compared to the comparable executive at Tilray.
The Compensation Committee does not evaluate total compensation amounts for any senior executive based on a specific benchmark or percentile positioning. Rather, the Compensation Committee considers the compensation levels from the competitive assessment as one factor in determining the total compensation amount for each senior executive. For senior executives other than our President and CEO, Mr. Simon, the 2021 assessment considered multiple reference points of relevant market data; and for Mr. Simon, the Committee considered the full range of market data from our industry and similarly sized peers. In addition to market data, the Compensation Committee considered numerous other factors when making pay decisions, including individual and Company performance, the scope of each individual’s responsibility and his or her length of time in the role.
32
Key Components of New Tilray Compensation Plan
​
Compensation Element
​​
Primary Purpose
​​
Performance
Period
​​
Details
​
​
Cash Compensation
​
​
Base Salary
​​
•
​​
Fixed annual compensation for ongoing services performed, executive tenure, and role
​​
•
​​
Ongoing
​​
•
​​
Provided in cash each pay period. Intended to be competitive in marketplace and to retain key employees
​
​
•
​​
Continuity
​
​
Annual Performance-based Bonus
​​
•
​​
Reinforce and drive short-term priorities and business results
​​
•
​​
1 year
​​
•
​​
Target award based on a percentage of salary; limited to 100% of base salary for senior executives (except for the CEO whose percentages range from 200% to 350% of salary)
​
​
•
​​
Recognize and reward corporate, and business, and individual performance
​​
 
​​
 
​​
•
​​
/s/ Dara RedlerIncentivizes and rewards the achievement of predetermined corporate and business short-term objectives that are aligned with our strategic plan as well as individual performance
​
​
Equity Award Compensation
​
​
Initial 2021 Staking Grants (as described below)
​​
•
​​
Dara Redler
Reinforce and drive long-term stockholder value
​​
•
​​
Generally, 3 years
​​
•
​​
The Compensation Committee issued grants to the NEOs in July 2021 that include both time and performance based vesting terms and conditions
​
​
•
​​
At risk equity awards based on achievement of Company’s financial performance and stock price appreciation
​
​
Annual Long-term incentives (RSUs)
​​
•
​​
Reinforce and drive long-term stockholder value
​​
•
​​
2 years
​​
•
​​
Initial and annual grants of LTIP RSUs: The grant value is based on applicable market-driven metrics level and percentage of salary with 50% of the shares vesting one year from the vesting commencement date and the remaining 50% of the shares vesting on the second anniversary of the grant date.
​
​
•
​​
Retention of key employees during applicable performance periods
​​
​​
​
Risk Management Considerations
The Compensation Committee believes that the following features of performance-based bonus and equity programs appropriately incentivize the creation of long-term shareholder value while discouraging behavior that could lead to excessive risk:
Financial Performance Measures. The financial metrics used to determine the amount of an executive’s bonus are measures the Committee believes drive long-term shareholder value. The ranges set for these measures are intended to reward success without encouraging excessive risk-taking.
No Hedging or Pledging. The Company’s insider trading compliance program prohibits members of the Board of Directors, NEOs and all other employees subject to the Company’s insider trading compliance program from entering into any transaction designed to hedge, or having the effect of hedging, the economic risk of owning the Company’s securities, and prohibits these persons from pledging Company securities.
Interim Chief Legal Officer and Corporate Secretary
33
New York, NY
June 25, 2021
19

TABLE OF CONTENTS

Appendix A
Clawback Policy. Pursuant to the terms of the Company’s 2018 Amended and Restated Tilray, Inc. Equity Incentive Plan (the “2018 Equity Plan”), if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws as a result of misconduct by an executive officer, applicable law permits the Company to recover equity incentive compensation from that executive officer (including profits realized from the sale of Company securities). In such a situation, the Board would exercise its business judgment to determine what action it believes is appropriate. Action may include recovery or cancellation of any equity incentive award made to an executive on the basis of having met or exceeded performance targets during a period of fraudulent activity or a material misstatement of financial results if the Board determines that such recovery or cancellation is appropriate due to intentional misconduct by the executive officer that resulted in performance targets being achieved that would not have been achieved absent such misconduct.
THIRD AMENDED AND RESTATED
Total Cash Compensation of New Tilray Leadership Team and Former Executives
CERTIFICATE OF INCORPORATION
Overview
OF
The total cash compensation of our executive compensation program has served a two-fold purpose. Base salaries are intended to provide financial stability, and predictability and security of compensation for our NEOs for fulfilling their core job responsibilities, while the annual cash performance bonus is intended to incentivize and reward the achievement of predetermined corporate objectives that are aligned with our strategic plan as well as individual performance.
TILRAY, INC.
BRENDAN KENNEDY hereby certifies that:
The undersigned,Adjustments in total cash compensation targets may then be made based on factors such as an executive’s duties and responsibilities and his or her position in the Company, an executive’s individual contributions, as well as management’s financial forecasts for the purposesupcoming year.
2021 Base Salary and Total Cash Compensation Determinations
The Company adjusted base salaries for the New Tilray Leadership in July 2021, retroactive to May 1, 2021.
In determining the base salary levels for each of amendingMr. Simon, Mr. Merton, Ms. Faltischek and restatingMr. Meiers in connection with their continued employment following the certificateBusiness Combination, the Compensation Committee considered the significant increase in responsibility of incorporationthese executives post-Business Combination, their respective relevant experience and achievements and the level of compensation of our peer group companies and other survey data and individual negotiations with each executive.
The following table sets forth, for each NEO, the annualized base salary for the Fiscal Year:
​
Name
​​
2021 Base Salary ($)
​
​
New Tilray Leadership (Current)
​​
​
​
Irwin Simon(1)
​​
1,700,000
​
​
Carl Merton(2)(3)
​​
393,443
​
​
Denise Faltischek(3)
​​
500,000
​
​
James Meiers(3)
​​
500,000
​
​
Former Executives
​​
​
​
Brendan Kennedy(4)
​​
577,060
​
​
Michael Kruteck(4)
​​
401,250
​
​
Jon Levin(4)
​​
448,000
​
​
Andrew Pucher(5)
​​
310,613
​
(1)
As a result of the Business Combination, Mr. Simon was appointed as executive officers of New Tilray effective April 30, 2021.
(2)
The salary of Mr. Merton is converted into USD with an exchange rate of $0.8283 (USD) to $1.0000 (CAD). The annual salary of Mr. Merton is $475,000 (CAD).
(3)
As a result of the Business Combination, Mr. Merton, Ms. Faltischek, and Mr. Meiers were appointed as executive officers of New Tilray effective May 1, 2021.
(4)
Mr. Kennedy, Mr. Kruteck and Mr. Levin resigned from employment with the Company in connection with the Business Combination. Mr. Kennedy became a non-employee director of New Tilray following the Effective Time and receives compensation in his capacity as a non-employee director.
(5)
Mr. Pucher stepped down as the Company’s Chief Corporate Development Officer, effective March 31, 2021. The salary of Mr. Pucher is converted into USD with an exchange rate of $0.8283 (USD) to $1.0000 (CAD). The annual salary of Mr. Pucher was $375,000 (CAD).
34
Payments Related to the Transformation of the Company (New Tilray Leadership Team)
In recognition of each NEO’s exceptional efforts and in consideration of their unique and significant contributions to Aphria and its transformation that resulted in the Business Combination, the Compensation Committee in July 2021 awarded Mr. Simon a one-time cash retention bonus of $10,000,000, and awarded a one-time cash retention bonus of $850,000 to each of Ms. Faltischek and Mr. Meiers, and $800,000 to Mr. Merton (collectively, Mr. Simon’s and the NEOs’ bonuses are referred to as the “Transformation Bonuses”). Mr. Simon’s Transformation Bonus is subject to pro-rated clawback in the event he voluntarily resigns without “good reason” (as that term is defined in his employment agreement, other than in the event of his or her death or disability) prior to December 31, 2022.
Annual Performance Bonus Plan and Fiscal Year 2021 Payments (New Tilray Leadership Team and Former Executives)
We offer our NEOs the opportunity to earn annual cash bonuses that are intended to compensate them for achieving short-term company and individual performance goals. Our Compensation Committee establishes the target bonuses of our NEOs, which are evaluated from time to time.
Former Executives
Each NEO’s target annual bonus is typically expressed as a percentage of base salary. For the Fiscal Year 2021, no performance goals were evaluated because Mr. Kruteck and Mr. Levin received a pro rata portion of the target bonus in connection with their termination as shown below. Mr. Kennedy received three times (3x) his target bonus as severance pursuant to the terms of his employment agreement. Mr. Pucher did not receive an annual bonus payment based on the terms of his severance agreement:
​
Name
​​
Target Bonus Percentage of
Base Salary
​​
Fiscal Year 2021 Target Bonus
Amount Paid to Former
Executive ($)
​
​
Brendan Kennedy
​​
100%
​​
—
​
​
Michael Kruteck
​​
50%
​​
68,358
​
​
Jon Levin
​​
50%
​​
72,000
​
​
Andrew Pucher
​​
50%
​​
—
​
New Tilray Leadership
In connection with the Business Combination and the combined financial performance of New Tilray for Fiscal Year 2021, our Compensation Committee reviewed the achievement of the applicable target bonus percentages for each New Tilray Leadership executive. Specifically, the Compensation Committee evaluated the extent to which the Company achieved the following financial and discretionary metrics: consolidated net revenue; consolidated EBITDA; the Company’s market share in key geographic locations; and revenue from new product innovations. The Compensation Committee approved the following annual bonus payments based on its evaluation of their services performed for Aphria in 2021, as set forth in the table below under the heading “Bonus.”
​
Name
​​
Target Bonus Percentage of
Base Salary
​​
Bonus Amount ($) for Fiscal
Year 2021 (% of Full Target)
​
​
Irwin Simon
​​
200% (up to a maximum of 350%)
​​
3,185,000 (70%)
​
​
Carl Merton
​​
100%
​​
258,645 (75%)
​
​
Denise Faltischek
​​
100%
​​
243,750 (75%)
​
​
James Meiers
​​
100%
​​
243,750 (75%)
​
Equity Incentive Compensation
We use long-term equity-based compensation to incentivize and retain our executive officers by linking their awards to our long-term financial performance. We believe that these long-term incentives motivate our executive officers to grow revenues and earnings, enhance stockholder value and align their interests with those of our stockholders. We typically award long-term equity-based compensation with restricted stock units that vest over time so long as the executive remains employed with the Company.
35
The Compensation Committee determines the size of equity award grants after considering the following factors:
the competitive equity compensation practices for comparable positions identified in the applicable market analysis;
the executive’s level of responsibility and duties;
a comparison to grant levels of other executive officers;
individual NEOs’ performance;
our corporate performance;
our total equity compensation costs relative to total expenses;
the executive’s prior experience, experience within his or her specific job and breadth of knowledge; and
our corporate objectives for share-based compensation charges and earnings dilution.
The Compensation Committee does not take into consideration an executive’s aggregate equity holdings or equity carrying value in determining annual long-term equity incentive awards.
2021 Staking Grants
As a result of the timing of the Business Combination, no equity awards were granted by the Compensation Committee under the 2018 Equity Plan to our NEOs during the Fiscal Year 2021.
In July 2021, the Compensation Committee awarded the New Tilray Leadership an equity staking grant in connection with certain executive officers assuming greater leadership role and responsibilities related to key corporate activities (the “Staking Grants”). The Staking Grants are composed of three different restricted stock unit (“RSU”) awards as further described below. Each RSU represents a contingent right to receive one (1) share of Tilray, Inc., a Class 2 Common Stock.
Performance-based Restricted Stock Units (“PSUsDelaware corporation (the “Corporation”), does hereby certify that:
ONE: The datesubject to the executive’s satisfaction of filingcontinued employment conditions and accelerated vesting in certain circumstances, the original certificateperformance-based restricted stock units, which are eligible to vest in certain percentages ranging from 0% to 250% based on the stock price appreciation of incorporation(i) the highest 30-day volume weighted average stock price of Tilray, Inc.’s Class 2 Common Stock (“VWAP”) during the three-year performance period (beginning on the grant date) relative to (ii) the VWAP over the 30-day period from May 1 to May 30, 2021, with appreciation targets ranging from 0% to 125%. No PSUs will be eligible to vest if the threshold appreciation target (25%) is not achieved, and if the actual stock price appreciation falls in between any of the Corporation (the “Original Certificateappreciation targets, the number of IncorporationPSUs eligible to vest will be determined by linear interpolation. Mr. Simon was granted 392,772 PSUs and Mr. Merton, Ms. Faltischek, and Mr. Meiers were each granted 48,662 PSUs.
Time-based RSUs, subject to the reporting person’s continuous employment through the vesting date, vest in three (3) equal annual installments, commencing on June 1, 2022, except in the case of the reporting person’s earlier involuntary termination, death or disability. In the event of a voluntary termination by the reporting person prior to the vesting date, all RSUs will be forfeited. Mr. Simon was granted 392,772 RUSs and Mr. Merton, Ms. Faltischek, and Mr. Meiers were each granted 48,661 RSUs.
•
PSUs can be earned only upon a sustained and significant increase in the price of Tilray stock and synergies of Aphria and Tilray following completion of the Business Combination (“Synergy PSUs”). Specifically, subject to the reporting person’s continuous employment (except under certain limited circumstances) through the vesting date, the resulting number of shares of Class 2 Common Stock acquired upon vesting of the PSUs is contingent upon the achievement of pre-established performance parameters relating to the achievement of the Company’s synergy goals resulting from the integration of Aphria, as approved by New Tilray’s Compensation Committee, over a three (3) year performance period from the grant date until July 27, 2024, with 50% of the PSUs vesting on the first (1st) anniversary of the grant date, and 25% vesting on each of the second (2nd) and (3rd) anniversaries of the grant date. Mr. Simon was granted 392,772 Synergy PSUs and Mr. Merton, Ms. Faltischek, and Mr. Meiers were each granted 48,662 Synergy PSU.s
36
As a result, all of the Staking Grants are intended to be long-term incentive awards tied to challenging financial performance targets, stock price appreciation goals, and continued employment of the New Tilray Leadership.
For 2021, both new hire and annual RSU awards vest in tranches over two years with 50% of the shares subject to the awards generally vesting one year from the vesting commencement date and the remaining 50% of shares vesting on the second anniversary of the grant date. Restricted stock units provide long-term incentive compensation that has greater retention value as compared to stock options in a flat or down market while minimizing earnings dilution.
Other Compensation and Benefits
Severance and Change of Control Benefits. Our NEOs are entitled to certain severance and change of control payments and benefits pursuant to our executive agreements with our NEOs. The terms of executive agreements are described in more detail below in the sections entitled “Employment, Severance and Change of Control Benefits.” The Compensation Committee believes these agreements are an essential element of our executive compensation program and assist the Compensation Committee in recruiting and retaining talented executives. The Compensation Committee also believes these benefits serve to minimize the distractions to the executive, reduce the risk that the executive will depart the Company before an acquisition is consummated, and allow the executive to focus on continuing normal business operations and the success of a potential Business Combination, rather than worrying about how business decisions that may be in our best interest and the interests of our stockholders will impact his or her own financial security. Further, these agreements are in line with customary practices at an executive level at our peer companies.
Other Benefits. We believe that establishing a competitive benefit package consistent with companies with which we compete for employees is an important factor in attracting and retaining talented employees. Thus, we provide our NEOs with employee benefits on the same basis as offered to our full time non-executive employees, including health and dental insurance, supplemental life insurance, short-term and long-term disability, and a 401(k) plan.
Stock Ownership Guidelines
The Company’s stock ownership guidelines require that each named executive officer own a significant equity stake in the Company during their employment. The Compensation Committee believes that stock ownership by senior managers strengthens their commitment to the future of the Company and further aligns their interests with those of our shareholders. The Board believes that it is in the best interests of the Company and its shareholders to align the economic interests of the Company’s senior executives and independent directors with those of the shareholders. To achieve this, corporation”) was filedthe Compensation Committee has recommended, and the Board has adopted, a minimum share ownership policy applicable to all of the senior executives and the independent directors of the Company. Each senior executive and the independent directors are expected to establish over a period of five years, ownership of a prescribed number of Common Shares, which have a value which is equivalent to the following multiples of the senior executive’s base salary or, in the case of an independent director, the base annual cash retainer paid to such independent director by the Company and subsequently maintain such minimum ownership position for the duration of their tenure:
Chief Executive Officer: 3× base salary
Independent Directors 2× base annual cash retainer
Chief Financial Officer 1× base salary
Other Officers 0.5× base salary
The level of ownership is expected to be satisfied by each officer or director within five years after first becoming subject to these guidelines. Once the officer’s or director’s level of ownership satisfies the applicable guideline, such ownership levels are expected to be maintained for as long as the officer or director remains in their role with the SecretaryCompany. In the event of Statean increase in an officer’s base salary or a director’s base annual cash retainer, such individual will have five years from the time of the Stateincrease to acquire any additional Common Shares required to meet these guidelines if necessary.
37
Role of Delaware wason January 24, 2018, thereby causingNEOs in Compensation Decisions; Input from Senior Management
Committee considers input from senior management in making determinations regarding the Corporation to become organizedoverall executive compensation program and existing under and by virtue of theGeneral Corporation Law individual compensation of the Statenamed executive officers. As part of Delaware,the Company’s annual planning process, the CEO and CFO develop targets for the Company’s incentive compensation programs and present them to the Compensation Committee. These targets are reviewed by the Compensation Committee to ensure alignment with the Company’s strategic and annual operating plans, taking into account the targeted year-over-year improvement as amended (the “DGCLwell as identified opportunities and risks. Based on performance appraisals, including an assessment of the achievement of pre-established financial and individual “key performance indicators,”). the CEO recommends to the Compensation Committee cash and long-term incentive award levels for the Company’s other executive officers. Each year, the CEO presents to the Compensation Committee his evaluation of each executive officer’s contribution and performance over the past year, and strengths and development needs and actions for each of the executive officers. The Compensation Committee exercises its discretionary authority and makes the final decisions regarding the form of awards, targets, award opportunities and payout value of awards. No executive officer directly participates in discussions relating to his or her own compensation.
TWO: HeCompensation Committee Interlocks and Insider Participation
Our Compensation Committee currently consists of Mr. Robb, Mr. Hopkinson, and Mr. Looney. No member of our Compensation Committee has ever been an officer or employee of our Company. None of our executive officers serve, or have served during the last year, as a member of the Board, Compensation Committee or other board committee performing equivalent functions of any other entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.
38
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors of the Company is composed entirely of non-employee directors, each of whom has been determined, in the duly electedBoard’s business judgment, to be independent. The Compensation Committee is responsible for oversight and actingreview of the Company’s compensation and benefit plans.
The CD&A is management’s report on the Company’s compensation programs and, among other things, describes material elements of compensation paid to the President and Chief Executive Officer and the other NEOs. The Compensation Committee has reviewed and discussed the CD&A, as required by Item 402(b) of Tilray, Inc., a Delaware corporation.
TWO: The amended and restated certificate of incorporationRegulation S-K, with the management of the Corporation (the “First AmendedCompany. Based on such review and Restated Certificate”),discussion, the Compensation Committee recommended to the Board that the CD&A be included in this proxy statement and incorporated by reference from this proxy statement into the Company’s Annual Report on Form 10-K, which amended and restated in its entirety the Original Certificate, was filedwith the Secretary of State of the State of Delaware on July 23, 2018.
THREE: The amended and restated certificate of incorporation of the Corporation (the “Second Amended and Restated Certificate”), which amended and restated in its entirety the First Amended and Restated Certificate, was filed withthe Secretary of State of the State of Delaware on December 12, 2019.
FOUR: The certificate of retirement of Class 1 common stock of the Corporation (together with the Second Amended and Restated Certificate, the “Existing Certificate”), which amends certain provisions of the Second Amended and Restated Certificate, was filed with the Secretary of State of the State of DelawareSecurities and Exchange Commission on October 1, 2020.July 28, 2021.
FIVE: This third amendedCompensation Committee Report does not constitute soliciting material and restated certificate of incorporation of the Corporation (this “Third Amended and Restated Certificate of Incorporation”), which both amends and restates the Existing Certificate, has been duly adopted in accordanceshould not be deemed filed or incorporated by reference into any other Company filing with the provisions of Section 242 and Section 245 ofSEC, except to the DGCL.
SIX: This ThirdAmended and Restated Certificate of Incorporation shall become effective at the time of filing with Secretary of State of Delaware.
THREESEVEN: The Amended and Restatedtext of the Existing Certificate of Incorporation of this corporation currently in effect is hereby amended and restated in its entirety to read as follows:
I.I.
The name of this corporation shall be TILRAY, INC. (the “Company”)the Corporation is Tilray, Inc.
II.II.
The address of the registered office of the CompanyCorporation in the State of Delaware is to be 251 Little Falls Drive, Wilmington, DEDelaware 19808, County of New Castle and the name of the registered agent of the CompanyCorporation in the State of Delaware at such address is Corporation Service Company.
III.
III.
The purpose of the CompanyCorporation is to engage in any lawful act or activity for which a corporationcorporations may be organized under the General Corporation Law of the State of Delaware (“DGCL”).
IV.IV.
A. The Company is authorized to issue three classes of stock to be designated, respectively, “Class 1 Common Stock,” “Class 2 Common Stock,” and “Preferred Stock.” The total number of sharesextent that the Company is specifically incorporates this Report by reference into another Company filing.
THE COMPENSATION COMMITTEE

Walter Rodd, Chairauthorized to issue is Seven Hundred Sixty Million (760,000,000) shares of which Two Hundred Fifty Million
David Hopkinson
Tom Looney
A-1
39

TABLE OF CONTENTS

(250,000,000)EXECUTIVE COMPENSATION
Summary Compensation Table
The following table presents all of the compensation paid or awarded to or earned by our NEOs during calendar years 2018, 2019 and 2020 and Fiscal Year 2021 (January 1, 2021 to May 31, 2021). In accordance with the rules promulgated by the SEC, certain columns relating to information that is not applicable have been omitted from this table.
​
Name and Principal Position
​​
Year
​​
Salary ($)
​​
Bonus ($)
​​
Option
Awards ($)(1)
​​
Non-Equity
Incentive Plan
Compensation
​​
Stock
Awards (1)
​​
All Other
Compensation
($)
​​
Total ($)
​
​
New Tilray Leadership
​
​
Irwin Simon
President, Chief Executive Officer and Chairman of the Board
​​
2021
​​
141,667*
​​
13,185,000(2)
​​
—
​​
—
​​
​​
357,332(4)
​​
13,683,998
​
​
2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2019
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2018
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Carl Merton(3)
Chief Financial Officer
​​
2021
​​
32,787*
​​
1,058,645(2)
​​
​​
​​
—
​​
34,436(5)
​​
1,125,868
​
​
2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2019
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2018
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Denise Faltischek
Head of International and Chief Strategy Officer
​​
2021
​​
41,667*
​​
1,093,750(2)
​​
​​
​​
—
​​
54,059(6)
​​
1,189,476
​
​
2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2019
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2018
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
James Meiers
Head of Canada
​​
2021
​​
41,667*
​​
1,093,750(2)
​​
​​
​​
—
​​
61,582(7)
​​
1,196,999
​
​
2020
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2019
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2018
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
​​
​​
​​
​​
​​
​​
​​
​​
​
​
Former Executives
​
​
Brendan Kennedy(8)
Former President and Chief Executive Officer
​​
2021
​​
192,353
​​
—
​​
—
​​
—
​​
—
​​
6,266,375(9)
​​
6,458,729
​
​
2020
​​
577,060
​​
375,089
​​
—
​​
—
​​
934,401
​​
21,262(10)
​​
1,907,812
​
​
2019
​​
575,332
​​
—
​​
—
​​
—
​​
2,888,760
​​
16,818(11)
​​
3,480,910
​
​
2018
​​
425,000
​​
425,000
​​
25,147,534
​​
—
​​
5,819,925
​​
—
​​
31,817,459
​
​
Michael Kruteck(12)
Former Chief Financial Officer
​​
2021
​​
133,750
​​
482,062(13)
​​
—
​​
—
​​
—
​​
3,233,740(14)
​​
3,849,557
​
​
2020
​​
351,563
​​
173,322
​​
—
​​
​​
1,870,000
​​
30,216(15)
​​
2,425,101
​
​
2019
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2018
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Jon Levin(16)
Former Chief Operating Officer
​​
2021
​​
149,333
​​
472,000(12)
​​
—
​​
—
​​
—
​​
3,349,155(17)
​​
3,970,489
​
​
2020
​​
375,000
​​
246,503
​​
—
​​
—
​​
1,920,006
​​
27,516(18)
​​
2,569,023
​
​
2019
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
2018
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Andrew Pucher(19)
Former Chief Corporate Development Officer
​​
2021
​​
77,653
​​
—
​​
—
​​
—
​​
—
​​
1,843,248(20)
​​
1,920,901
​
​
2020
​​
305,911
​​
95,738
​​
—
​​
—
​​
200,298
​​
3,005(21)
​​
604,952
​
​
2019
​​
209,779
​​
—
​​
—
​​
—
​​
4,283,100
​​
2,252
​​
4,495,131
​
​
2018
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
*
Salary amounts reflect base salary that was paid to the New Tilray Leadership following the completion of the Business Combination.
(1)
These amounts reported do not reflect the amounts actually received by our NEOs. Instead, these amounts reflect the aggregate grant date fair value of each stock option or restricted stock unit award granted to our NEOs during 2021, 2020, 2019 and 2018, as computed in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC 718. Assumptions used in the calculation of the grant date fair value of each equity award are included in Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Our NEOs who have received stock options will only realize compensation with regard to these options to the extent the trading price of our common stock is greater than the exercise price of such options.
(2)
These amounts include the New Tilray Transformation Bonuses and annual performance bonuses paid to New Tilray Leadership paid by the Company in recognition for their Aphria performance and efforts prior to the Business Combination.
(3)
The compensation of Mr. Merton is converted into USD with an exchange rate of $0.8283 (USD) to $1.0000 (CAD).
(4)
All other compensation for 2021 includes medical and life insurance premiums and car allowance. In addition, $352,400 amount reflects an additional cash payment that was made due to a rounding issue related to the Exchanged Awards.
40
(5)
All other compensation for 2021 includes medical, dental, disability, and life insurance premiums. In addition, $30,653 amount reflects an additional cash payment that was made due to a rounding issue related to the Exchanged Awards.
(6)
The $54,059 amount reflects an additional cash payment that was made due to a rounding issue related to the Exchanged Awards.
(7)
All other compensation for 2021 includes medical and life insurance premiums. In addition, $58,147 USD amount reflects an additional cash payment that was made due to a rounding issue related to the Exchanged Awards.
(8)
Mr. Kennedy resigned in connection with the Business Combination, effective April 30, 2021.
(9)
All other compensation for 2021 includes group benefits coverage paid by the employer, $2,868 for benefit premiums, $660 for parking, $2,750,156 for equity acceleration, and $3,512,691 for total severance paid.
(10)
All other compensation for 2020 includes group benefits coverage paid by the employer, $17,464 for benefit premiums, $1,800 for phone, and $1,980 for parking.
(11)
All other compensation for 2019 includes group benefits coverage paid by the employer.
(12)
Mr. Kruteck resigned in connection with the Business Combination, effective May 6, 2021.
(13)
Bonus amounts for Mr. Levin and Mr. Kruteck each include the pro-rata portion of their annual target performance bonus and retention bonus payments.
(14)
All other compensation for 2021 includes $2,879 for benefit premiums, $11,600 for 401(k) contribution, $675 for phone, $2,732,202 for equity acceleration, and $486,385 for total severance paid.
(15)
All other compensation for 2020 includes group benefits coverage paid by the employer, $17,464 for benefit premiums, $11,009 for 401(k) contribution, and $1,725 for phone.
(16)
Mr. Levin resigned in connection with the Business Combination, effective April 30, 2021.
(17)
All other compensation for 2021 includes $2,868 for benefit premiums, $11,600 for 401(k) contribution, $675 for phone, $2,797,235 for equity acceleration, and $536,777 for total severance paid.
(18)
All other compensation for 2020 includes $17,464 for benefit premiums, $8,217 for 401(k) contributions, $1,650 for phone, and parking.
(19)
Mr. Pucher stepped down as the Company’s Chief Corporate Development Officer, effective as of March 31, 2021. The salary of Mr. Pucher is converted into USD with an exchange rate of $0.8283 (USD) to $1.0000 (CAD). The annual salary of Mr. Pucher was $375,000 (CAD).
(20)
All other compensation for 2021 includes $336 for benefit premiums, $373 for phone, $1,115,127 for equity acceleration, and $727,413 for total severance paid.
(21)
All other compensation for 2020 includes group benefits coverage paid by the employer, $1,591 for benefit premiums, and $1,414 for phone.
Grants of Plan-Based Awards
The following table shows for Fiscal Year 2021, certain information regarding grants of plan-based awards, to the following named executive officers:
​
Name
​​
Grant
Date
​​
Estimated
Possible Payouts
Under Non-Equity
Incentive Plan
Awards at Target(1)
​​
Maximum
Possible Non-
Equity
Incentive Plan
Target
Compensation(1)
​​
Estimated Future
Payouts under
Equity Incentive
Plan Awards at
Target
​​
Maximum Possible
Future Payouts under
Equity Incentive Plan
Awards at Target
​​
Grant Date
Fair Value of
Stock
Awards(2)
​
​
Michael Kruteck
​​
1/18/2021
​​
$68,538
​​
$137,076
​​
29,143(3)
​​
29,143(3)
​​
$350,000
​
​
John Levin
​​
1/18/2021
​​
$72,000
​​
$144,000
​​
29,143(3)
​​
29,143(3)
​​
$350,000
​
(1)
These columns set forth the pro-rata portion of the annual target and maximum bonus amount of each named executive officer’s annual performance bonus based on their resignation dates.
(2)
The dollar amounts in this column represent that grant date fair value of the product of the number of shares granted and the closing market price of our common stock on the grant date for time-based restricted stock units.
(3)
These RSUs vest at the rate of 33.36% of the RSUs on the twelve (12) month anniversary of the grant date (the “Vesting Date”), and the remaining RSUs will vest quarterly thereafter at the rate of 8.33% of the total number of RSUs on each quarterly anniversary of the Vesting Date thereafter for so long as the NEO remains in Continuous Service (as defined in the Company’s 2018 Equity Plan), such that the total number of RSUs shall be fully vested on the three-year anniversary of the Vesting Date. In connection with their resignations from the Company, the vesting of these awards were fully accelerated.
Narrative Disclosure To Grants Of Plan-Based Awards Table
Annual Performance Bonus Cash Awards
The Company provides for annual cash bonus awards to reward named executive officers for performance in the fiscal year. For more information regarding our annual performance bonus cash awards, please see the section of the CD&A titled “Annual Performance Bonus Plan and Fiscal Year 2021 Payments (New Tilray Leadership Team and Former Executives).”
41
Equity Compensation Awards
Consistent with its practices for awarding restricted stock units described in the CD&A above, the Compensation Committee approved equity compensation awards in the form restricted stock units to each of the named executive officers listed in the table above. For more information regarding our equity compensation awards, please refer the section of the CD&A titled “Equity Incentive Compensation.” In addition, the named executive officers’ equity compensation awards may, under certain circumstances, be Class 1 Common Stock (the “Class 1 Common Stocksubject to accelerated vesting in the event of a change of control and termination. For more information regarding the accelerated vesting provisions and treatment of the equity compensation awards in the event of a change of control, refer to the sections titled “Severance and Change of Control Benefits” and “Potential Payments Upon Termination or Change of Control.”), Five Hundred Million (500,000,000)
Outstanding Equity Awards At Fiscal Year 2021 End
The following table shows certain information regarding outstanding equity awards at Fiscal Year 2021-end for the NEOs. Prior to April 30, 2021, the New Tilray Leadership held equity awards of shares of Aphria that were exchanged into shares of Tilray in connection with the completion of the Business Combination, as further described above. Exchanged Awards are designated as “APH Ex” in the column labeled “Type” below.
​
 
​​
 
​​
 
​​
 
​​
Option Awards
​​
Stock Awards
​
​
Name
​​
Grant Date
​​
Type of
Award
​​
Vesting
Commencement
Date
​​
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
​​
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1)
​​
Option
Exercise
Price Per
Share(2)
​​
Option
Expiration
Date
​​
Number
of Shares
or Units
of Stock
That
Have Not
Vested(4)
​​
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested(1)(3)
​
​
New Tilray Leadership
​
​
Irwin Simon
​​
2/24/2019
​​
APH Ex
​​
2/24/2019
​​
830,000
​​
​​
13.06
​​
2/24/2024
​​
—
​​
—
​
​
8/7/2019
​​
APH Ex
​​
8/7/2019
​​
31,887
​​
​​
8.95
​​
8/7/2024
​​
—
​​
—
​
​
8/7/2019
​​
APH Ex
​​
8/7/2019
​​
—
​​
​​
—
​​
​​
25,852
​​
430,953
​
​
1/22/2020
​​
APH Ex
​​
6/1/2020
​​
—
​​
​​
—
​​
​​
145,366
​​
2,423,251
​
​
1/22/2020
​​
APH Ex
​​
6/1/2020
​​
—
​​
​​
—
​​
​​
484,554
​​
8,077,515
​
​
8/12/2020
​​
APH Ex
​​
8/12/2020
​​
—
​​
​​
—
​​
​​
360,502
​​
6,009,568
​
​
Carl Merton
​​
3/1/2019
​​
APH Ex
​​
9/1/2019
​​
—
​​
​​
—
​​
​​
20,750
​​
345,903
​
​
8/7/2019
​​
APH Ex
​​
8/7/2019
​​
—
​​
​​
—
​​
​​
23,089
​​
384,894
​
​
8/12/2020
​​
APH Ex
​​
8/12/2020
​​
—
​​
​​
—
​​
​​
96,628
​​
1,610,789
​
​
1/16/2018
​​
APH Ex
​​
1/16/2018
​​
—
​​
​​
—
​​
​​
18,260
​​
304,394
​
​
Denise Faltischek
​​
10/17/2019
​​
APH Ex
​​
10/17/2019
​​
249,000
​​
​​
6.50
​​
10/17/2024
​​
—
​​
—
​
​
11/14/2019
​​
APH Ex
​​
11/14/2019
​​
—
​​
​​
—
​​
​​
31,125
​​
518,854
​
​
8/12/2020
​​
APH Ex
​​
8/12/2020
​​
—
​​
​​
—
​​
​​
52,887
​​
881,626
​
​
James Meiers
​​
6/19/2019
​​
APH Ex
​​
6/19/2019
​​
249,000
​​
​​
8.98
​​
6/19/2024
​​
​​
—
​
​
11/14/2019
​​
APH Ex
​​
11/14/2019
​​
—
​​
​​
—
​​
​​
31,125
​​
518,854
​
​
8/12/2020
​​
APH Ex
​​
8/12/2020
​​
—
​​
​​
—
​​
​​
65,096
​​
1,085,150
​
​
Former Executives
​
​
Brendan Kennedy
​​
5/21/2018
​​
​​
1/1/2017
​​
2,419,219
​​
​​
7.76
​​
5/20/2028
​​
​​
​
​
8/31/2018
​​
​​
8/6/2018
​​
343,735
​​
​​
65.20
​​
8/30/2028
​​
​​
​
​
Michael Kruteck
​​
—
​​
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Jon Levin
​​
—
​​
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
​
Andrew Pucher
​​
—
​​
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​
(1)
Pursuant to each NEO’s executive agreement between the NEO and us, the vesting of such NEOs’ stock and option awards will accelerate under certain circumstances as described under “Employment, Severance and Change of Control Benefits.”
(2)
The exercise price reflects the closing price of our Class 2 Common Stock on the date of grant.
42
(3)
This amount reflects the fair market value of our Class 2 Common Stock of $16.67 per share, which was the closing price of our Class 2 Common Stock on May 28, 2021.
(4)
The shares subject to the Exchanged Awards vest 50% on the first anniversary of the grant date and remaining 50% on the second anniversary of the grant date.
Option Exercises And Stock Vested
The following table shows for the Fiscal Year 2021, certain information regarding option exercises and stock vested during the last fiscal year with respect to the NEOs. Exchanged Awards are designated as “APH Ex” in the column labeled “Type” below.
​
 
​​
 
​​
Option Awards
​​
Stock Awards
​
​
Name
​​
Type
​​
Number of Shares
Acquired on
Exercise (#)
​​
Value Realized
on Exercise ($)
​​
Number of Shares
Acquired on
Vesting (#)
​​
Value Realized on
Vesting ($)
​
​
New Tilray Leadership
​
​
Irwin Simon
​​
APH Ex
​​
​​
​​
454,942
​​
$6,610,307
​
​
Carl Merton
​​
APH Ex
​​
41,500
​​
$98,244(1)
​​
​​
​
​
Denise Faltischek
​​
APH Ex
​​
—
​​
—
​​
31,125
​​
$452,246
​
​
James Meiers
​​
APH Ex
​​
​​
​​
31,125
​​
$452,246
​
​
Former Executives
​
​
Brendan Kennedy
​​
​​
—
​​
—
​​
233,849
​​
3,774,088
​
​
Michael Kruteck
​​
​​
—
​​
—
​​
235,526
​​
5,007,487
​
​
Jon Levin
​​
​​
—
​​
—
​​
242,619
​​
5,176,129
​
​
Andrew Pucher
​​
​​
—
​​
—
​​
68,300
​​
1,304,951
​
(1)
This amount reflects the “spread” between Mr. Merton’s exercise price for his stock options ($11.56) and the fair market value (closing price) of our Class 2 Common Stock on the date of exercise (May 14, 2021), which was $13.93.
Pension Benefits
Our NEOs did not participate in, or otherwise receive any benefits under, any pension or defined benefit retirement plan sponsored by us in 2021.
Nonqualified Deferred Compensation
Our NEOs did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us during 2021.
Say On Pay
As a Large Accelerated Filer, Nasdaq requires the Company to hold a nonbinding advisory vote on our NEO compensation. See page 52 for more information.
Employment, Severance And Change In Control Benefits
Fiscal Year 2021 was a year of transformation for the senior leadership of Tilray. We took steps to extend and bolster the stability of our senior leadership team by entering into new employment agreements with all of our NEOs who remained employed following the completion of the Business Combination. Related to changes in senior leadership, we entered into separation agreements with each of Messrs. Kennedy, Kruteck and Levin. Please see “Potential Payments upon Termination of Change of Control” for information related to the separation payments and benefits for Messrs. Kennedy, Kruteck and Levin.
For all executives other than the CEO, the employment agreements contain substantially similar terms to reflect their partnership in leading New Tilray following the Business Combination. These agreements replaced their legacy employment agreements, which shallno longer reflected their current roles, responsibilities, and compensation arrangements.
43
The employment agreements generally provide for at-will employment and set forth the executive’s initial base salary, target variable compensation, eligibility for employee benefits, the terms of initial equity grants and in some cases severance benefits on a qualifying termination. Each of our NEOs has also executed our standard form of proprietary information agreement. Any potential payments and benefits due upon a termination of employment or a change of control of us are further described below.
New Tilray Leadership
Irwin Simon
On July 27, 2021, the Company entered into an employment agreement with Irwin D. Simon in connection with his appointment as Chief Executive Officer and Chairman of the Board following the Business Combination, at an annual base salary of $1,700,000, effective as of the Effective Date, which may be increased but not decreased, as determined at an annual review of his performance and compensation by the Compensation Committee.
Mr. Simon is eligible to earn an additional annual performance-based cash bonus in amounts ranging from 200% of his base salary at “target” to 350% of his base salary at “maximum,” if performance benchmarks, as determined in accordance with the employment agreement, are met. For the Fiscal Year 2021, the Compensation Committee determined Mr. Simon’s cash bonus to be $3,185,000, which was paid to him on August 15, 2021.
Mr. Simon is also entitled to participate in the 2018 Equity Plan or any other equity compensation plan adopted and/or modified from time to time by the Compensation Committee. Mr. Simon is eligible to earn annual long-term incentive awards as a percentage of his base salary in effect on the grant date of such awards, 250% of his base salary at “target”, with such percentage to be determined by the Board. For Fiscal Year 2021, the Compensation Committee determined Mr. Simon’s annual RSU equity grant to be $2,600,000 in value as of the grant date.
In exchange for Mr. Simon’s agreement to remain in his role as Chief Executive Officer or otherwise provide continued services through mutual agreement with the Company until December 31, 2022, Mr. Simon is entitled to receive a one-time cash bonus equal to $10,000,000 (less deductions and withholdings required by law) (the “Transformation Bonus”), which was paid within five days of the Effective Date. The Transformation Bonus is subject to pro-rated clawback in the event Mr. Simon voluntarily resigns without “good reason” (other than in the event of his death or disability) prior to December 31, 2022.
As additional incentive to entering into the employment agreement, on July 27, 2021, Mr. Simon received the following one-time equity grants having an aggregate value as of the July 27, 2021 grant date equal to $15,000,000, calculated using the closing price of the Company’s Class 2 Common Stock on the grant date: (i) 392,772 performance-based restricted stock units (“PSUs”), subject to certain stock appreciation performance conditions and vesting as set forth in the employment agreement; (ii) 392,772 time-based restricted stock units (“RSUs”), which vest one-third on each of June 1, 2022, June 1, 2023, and June 1, 2024; and (iii) 392,772 restricted stock units (the “Class 2 Common StockSynergy Equity Awards”), subject to performance-based vesting of 50% upon achievement of savings equal to $50,000,000 and 100% vesting upon achievement of savings of $80,000,000, and further subject to time-based vesting, with 50% vesting on July 27, 2022, and 25% vesting on each of July 27, 2023, and July 27, 2024, provided that the performance-based vesting conditions are satisfied as determined by the Compensation Committee.
Pursuant to the employment agreement, the Company accelerated the vesting of all of the outstanding, pre-Business Combination Tilray equity awards held by Mr. Simon.
The term of Mr. Simon’s employment agreement will continue until otherwise terminated in accordance with its terms. The employment agreement may be terminated by Mr. Simon at any time for any reason, provided that he gives the Company four weeks’ advance written notice of his resignation without “good reason” and subject to a notice and cure period in the event that he resigns with “good reason” as described below. The employment agreement may also be terminated by Tilray for any reason, with or without “cause,” subject to special notice requirements in certain instances as described below.
As defined in Mr. Simon’s employment agreement, a termination for “cause” includes termination by the Company due to conviction of a felony or entry of a plea of guilty or nolo contender to any felony (other than relating to cannabis); refusal to perform his reasonably assigned duties for the Company (other than as a result of incapacity due to physical or mental illness); engaging in any act of material dishonesty or fraud; willful misconduct or gross negligence in the performance of his duties; material breach of his employment agreement (other than violations of policies); or willfully and togethermaterially violating material written policy applicable to Mr. Simon that
44
directly results in the Company incurring material liability. Any termination due to Mr. Simon’s refusal to perform his reasonably assigned duties, material breach of his employment agreement or willful and material violation of material written policies requires the Company to provide prior written notice and a 30-day cure period to Mr. Simon.
Mr. Simon’s employment will be considered to be terminated with “good reason” if he resigns because the Company (i) reduces his base salary or fails to pay any amounts which he is due; (ii) materially reduces Mr. Simon’s titles, duties, authorities or reporting relationships; (iii) assigns duties to him that are materially inconsistent with the Classpositions of Chief Executive Officer and Chairman of the Board; (iv) removes Mr. Simon from such positions; (v) requires that his principal place of employment be outside of New York County, New York; or (vi) materially breaches (or any affiliate of the Company materially breaches) the employment agreement or any other agreement to which Mr. Simon is a party. In this event, Mr. Simon must notify the Company within 30 days and must thereafter allow the Company 30 days to cure the event that is the basis of his “good reason” termination.
Mr. Simon is also entitled to (1) receive individual disability and life insurance coverage paid by the Company, (2) receive other executive benefits, including a car allowance of $1,200 per month and a Company-expensed smartphone and phone plan, (3) participate at the Company’s expense in all employee benefit plans maintained by New Tilray for executive officers, including participation of Mr. Simon’s eligible dependents, and (4) receive other customary employee benefits.
The employment agreement also includes severance benefits that are subject to signing a release under certain circumstances. The amount of severance Mr. Simon is entitled to is dependent on the reason for his termination and whether it occurs within two years following a change of control of the Company. In the event Mr. Simon’s employment is terminated, whether by the Company or by Mr. Simon, and regardless of the reason therefor, he would be entitled to receive the following severance benefits: (i) accrued but unpaid base salary for services rendered up to the date of termination; (ii) reimbursement for the business expenses incurred up to the date of termination; (iii) amounts he has earned and that are owed to him pursuant to any written agreements, compensation and/or equity plans or programs of the Company or any of its affiliates; (iv) amounts to which he is entitled pursuant to any employee benefit plans of the Company or any of its affiliates; and (v) any indemnification rights he has in connection with his service as an officer and/or director of the Company and/or its affiliates, whether pursuant to the Company’s governing documents or otherwise.
In the event that the severance pay and other benefits provided for in the employment agreement or otherwise payable to Mr. Simon constitutes “parachute payments” under Section 280G of the Internal Revenue Code and would be subject to excise taxes, then such benefits will either be delivered in full or delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise taxes, whichever results in the receipt by the executive of the greatest amount of benefits.
Carl Merton
On July 26, 2021, the Company entered into an employment agreement with Mr. Merton, effective as of May 1, Common Stock,2021, with an annual base salary of CAD $475,000. Mr. Merton’s employment with the “Common Stock”),Company is at-will and Ten Million (10,000,000) shareswill continue until terminated in accordance with the terms of his employment agreement. The annual base salary is subject to annual review and adjustment by the Compensation Committee.
During the employment period, Mr. Merton will be entitled to participate in the Company’s annual bonus plan at an annual target bonus opportunity of 100% of his annual base salary, subject to the achievement of performance goals to be established by the Compensation Committee.
In addition, Mr. Merton is entitled to participate in the 2018 Equity Plan and is eligible to earn annual long-term incentive awards as a percentage of his base salary on the grant date of such awards, at a “target” amount equal to 175% of his base salary, with such performance metrics to be determined by the Board. Mr. Merton is also eligible to participate in the Company’s employee benefit plans and programs, and to receive a Company-expensed smartphone and phone plan as well as other fringe benefits made available to similarly situated executive officers.
In connection with the entry into his employment agreement, on July 26, 2021, Mr. Merton received a one-time equity grant having an aggregate value as of the July 26, 2021 grant date equal to $2,000,000, which shall be Preferred Stock (the “Preferred Stock”). The Preferred Stock shall have a par valuewas divided equally into 48,662 PSUs, 48,661 RSUs and 48,662 Synergy Equity Awards, calculated using the closing price of $0.0001 per share, the Class 1 Common Stock shall have a par value of $0.0001 per share, and theCompany’s Class 2 Common Stock shall haveon the grant date. In addition, the executives, including Mr. Merton, received an annual grant of 32,694 RSUs long-term incentive awards under the 2018 Equity Plan for the Fiscal Year 2021.
45
Upon voluntary or involuntary termination of Mr. Merton’s employment, whether with or without “cause” or “good reason” (including termination due to death or disability), he will be entitled to payment of any accrued but unpaid base salary, any incurred but unreimbursed business expenses, and any benefits earned, accrued and due under any qualified retirement plan or health and welfare benefit plan (the “Guaranteed Payments”). In addition, all time-based equity awards then-held by the executive will be subject to accelerated vesting upon termination without “cause” or for “good reason.”
In addition to the Guaranteed Payments, he is eligible to receive severance compensation upon an involuntary termination of employment without “cause” or a parvoluntary termination of employment for “good reason” (in each case, as defined in his employment agreement), subject to the executive executing and not rescinding a customary release in a form acceptable to the Company. If such termination does not occur within twelve months after a “change of control,” Mr., Merton will be entitled to cash severance in the sum of 12-months’ of his then-base salary, plus a pro rata performance bonus at target. If such termination does occur within twelve months after a “change of control,” Mr., Merton will be entitled to cash severance in the sum of 24-months’ of his then-base salary, plus two times (2x) his performance bonus at target, plus a pro rata performance bonus at target. In addition, all equity awards then-held by the executive will be subject to accelerated vesting upon the executive’s death or termination without “cause” or for “good reason” following a “change of control.” Subject to timely election, the Company will pay on behalf of Mr. Merton the employer portion of the applicable COBRA premium for continuation of healthcare coverage for up to 12 months immediately following a termination without “cause” or for “good reason.”
In the event that the severance pay and other benefits provided for in the employment agreement or otherwise payable to Mr., Merton constitutes “parachute payments” under Section 280G of the Internal Revenue Code and would be subject to excise taxes, then such benefits will either be delivered in full or delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise taxes, whichever results in the receipt by the executive of the greatest amount of benefits.
Mr. Merton is subject to customary obligations regarding confidentiality, intellectual property, and post-termination cooperation and will be restricted from competing against the Company or soliciting the Company’s employees, customers or business relationships for a period of twelve months following termination of employment.
Denise Faltischek
On July 26, 2021, the Company entered into an employment agreement with Ms. Faltischek, effective as of May 1, 2021, with an annual base salary of $500,000. Ms. Faltischek’s employment with the Company is at-will and will continue until terminated in accordance with the terms of her employment agreement. The annual base salary is subject to annual review and adjustment by the Compensation Committee.
During the employment period, Ms. Faltischek will be entitled to participate in the Company’s annual bonus plan at an annual target bonus opportunity of 100% of her annual base salary, subject to the achievement of performance goals to be established by the Compensation Committee.
In addition, Ms. Faltischek is entitled to participate in the 2018 Equity Plan and is eligible to earn annual long-term incentive awards as a percentage of her base salary on the grant date of such awards at a “target” amount equal to 175% of her base salary, with such performance metrics to be determined by the Board. Ms. Faltischek is also eligible to participate in the Company’s employee benefit plans and programs, and to receive a Company-expensed smartphone and phone plan as well as other fringe benefits made available to similarly situated executive officers.
In connection with the entry into her employment agreement, on July 26, 2021, Ms. Faltischek received a one-time equity grant having an aggregate value as of $0.0001 per share.
The aggregate numberthe July 26, 2021 grant date equal to $2,000,000, which were divided equally into 48,662 PSUs, 48,661 RSUs and 48,662 Synergy Equity Awards, calculated using the closing price of shares which the Corporation shall have authority to issue is 990,000,000 shares, par value $0.0001 per share, consisting of:
A. 980,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”); and
B. 10,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”).
Common Stock.
(1) Each share ofCompany’s Class 2 Common Stock issuedon the grant date. In addition, the executives received an annual grant of 26,687 RSUs long-term incentive awards under the 2018 Equity Plan for the Fiscal Year 2021.
Upon voluntary or involuntary termination of Ms. Faltischek’s employment, whether with or without “cause” or “good reason” (including termination due to death or disability), Ms. Faltischek will be entitled to payment of any accrued but unpaid base salary, any incurred but unreimbursed business expenses, and outstanding shallany benefits earned,
46
accrued and due under any qualified retirement plan or health and welfare benefit plan (the “Guaranteed Payments”). In addition, all time-based equity awards then-held by Ms. Faltischek will be identicalsubject to accelerated vesting upon termination without “cause” or for “good reason.”
In addition to the Guaranteed Payments, Ms. Faltischek is eligible to receive severance compensation upon an involuntary termination of employment without “cause” or a voluntary termination of employment for “good reason” (in each case, as defined in her employment agreement), subject to the executive executing and not rescinding a customary release in a form acceptable to the Company. If such termination does not occur within twelve months after a “change of control,” Ms. Faltischek will be entitled to cash severance in the sum of 12-months’ of such executive’s then-base salary, plus a pro rata performance bonus at target. If such termination does occur within twelve months after a “change of control,” Ms. Faltischek will be entitled to cash severance in the sum of 24-months’ of her then-base salary, plus two times (2x) her performance bonus at target, plus a pro rata performance bonus at target. In addition, all respects oneequity awards then-held by Ms. Faltischek will be subject to accelerated vesting upon her death or termination without “cause” or for “good reason” following a “change of control.” Subject to timely election, the Company will pay on behalf of Ms. Faltischek the employer portion of the applicable COBRA premium for continuation of healthcare coverage for up to 12 months immediately following a termination without “cause” or for “good reason.”
In the event that the severance pay and other benefits provided for in the employment agreement or otherwise payable to Ms. Faltischek constitutes “parachute payments” under Section 280G of the Internal Revenue Code and would be subject to excise taxes, then such benefits will either be delivered in full or delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise taxes, whichever results in the receipt by the executive of the greatest amount of benefits.
Ms. Faltischek is subject to customary obligations regarding confidentiality, intellectual property, and post-termination cooperation and will be restricted from competing against the Company or soliciting the Company’s employees, customers or business relationships for a period of twelve months following termination of employment.
James Meiers
On July 26, 2021, the Company entered into an employment agreement with Mr. Meiers, effective as of May 1, 2021, with an annual base salary of $500,000. Mr. Meier’s employment with the other.Company is at-will and will continue until terminated in accordance with the terms of his employment agreement. The annual base salary is subject to annual review and adjustment by the Compensation Committee.
During the employment period, Mr. Meiers will be entitled to participate in the Company’s annual bonus plan at an annual target bonus opportunity of 100% of his annual base salary, subject to the achievement of performance goals to be established by the Compensation Committee.
In addition, Mr. Meiers is entitled to participate in the 2018 Equity Plan and is eligible to earn annual long-term incentive awards as a percentage of his base salary on the grant date of such awards at a “target” amount equal to 175% of his or her base salary, with such performance metrics to be determined by the Board. Mr. Meiers is also eligible to participate in the Company’s employee benefit plans and programs, and to receive a Company-expensed smartphone and phone plan as well as other fringe benefits made available to similarly situated executive officers.
In connection with the entry into his employment agreement, on July 26, 2021, Mr. Meiers received a one-time equity grant having an aggregate value as of the July 26, 2021 grant date equal to $2,000,000, which were divided equally into 48,662 PSUs, 48,661 RSUs and 48,662 Synergy Equity Awards, calculated using the closing price of the Company’s Class 2 Common Stock on the grant date. In addition, the executives received an annual grant of 26,687 RSUs long-term incentive awards under the 2018 Equity Plan for the Fiscal Year 2021.
Upon voluntary or involuntary termination of Mr. Meiers’s employment, whether with or without “cause” or “good reason” (including termination due to death or disability), he will be entitled to payment of any accrued but unpaid base salary, any incurred but unreimbursed business expenses, and any benefits earned, accrued and due under any qualified retirement plan or health and welfare benefit plan (the “Guaranteed Payments”). In addition, all time-based equity awards then-held by Mr. Meiers will be subject to accelerated vesting upon termination without “cause” or for “good reason.”
47
In addition to the Guaranteed Payments, Mr. Meiers is eligible to receive severance compensation upon an involuntary termination of employment without “cause” or a voluntary termination of employment for “good reason” (in each case, as defined in his employment agreement), subject to Mr. Meiers executing and not rescinding a customary release in a form acceptable to the Company. If such termination does not occur within twelve months after a “change of control,” Mr. Meiers will be entitled to cash severance in the sum of 12-months’ of such executive’s then-base salary, plus a pro rata performance bonus at target. If such termination does occur within twelve months after a “change of control,” Mr. Meiers will be entitled to cash severance in the sum of 24-months’ of his then-base salary, plus two times (2x) his performance bonus at target, plus a pro rata performance bonus at target. In addition, all equity awards then-held by Mr. Meiers will be subject to accelerated vesting upon his death or termination without “cause” or for “good reason” following a “change of control.” Subject to timely election, the Company will pay on behalf of Mr. Meiers the employer portion of the applicable COBRA premium for continuation of healthcare coverage for up to 12 months immediately following a termination without “cause” or for “good reason.”
In the event that the severance pay and other benefits provided for in the employment agreement or otherwise payable to Mr. Meiers constitutes “parachute payments” under Section 280G of the Internal Revenue Code and would be subject to excise taxes, then such benefits will either be delivered in full or delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise taxes, whichever results in the receipt by the executive of the greatest amount of benefits.
Mr. Meiers is subject to customary obligations regarding confidentiality, intellectual property, and post-termination cooperation and will be restricted from competing against the Company or soliciting the Company’s employees, customers or business relationships for a period of twelve months following termination of employment.
Former Executives
Brendan Kennedy
Mr. Kennedy served as our President and Chief Executive Officer until his resignation on April 30, 2021. In May 2018, we entered into an employment agreement with Mr. Kennedy, pursuant to which he received an annual base salary of $425,000 with a target annual bonus equal to 100% of his annual base salary. On December 15, 2020, Mr. Kennedy submitted a Letter of Resignation whereby he resigned from all positions held at Tilray (other than as a member of Tilray’s Board of Directors), with such resignations to be effective upon the Effective Time. At the time of his resignation, Mr. Kennedy’s base salary was $577,060. The Letter of Resignation included a form of release agreement to be entered into between Mr. Kennedy and Tilray as of the Effective Time (together with the Letter of Resignation, the “(2) ExceptTermination Agreement”) in consideration for the benefits that Mr. Kennedy received upon the completion of the Business Combination, including a severance payment and full accelerated vesting of all equity awards. Pursuant to the Termination Agreement, Mr. Kennedy was paid (i) a severance payment equal to $3,462,360, which was subject to standard payroll deductions and withholdings and was paid in a lump sum following the Effective Time; (ii) full accelerated vesting of all of Tilray options, RSUs, and other equity-based awards that were unvested as of the Effective Time; and (iii) full reimbursement of premiums for continuation coverage pursuant to COBRA for Mr. Kennedy and his eligible dependents, consistent with New Tilray’s expense reimbursement policy and subject to those rights expressly grantedapplicable tax withholdings (at the coverage levels in effect immediately prior to the holdersEffective Time) for a period of thirty-six (36) months after the Effective Time, or until the date upon which Mr. Kennedy and his eligible dependents are no longer eligible for COBRA continuation coverage.
Michael Kruteck
Mr. Kruteck joined Tilray on January 20, 2020 and became our Chief Financial Officer on March 3, 2020. Pursuant to the terms of his employment agreement, Mr. Kruteck’s initial annual base salary is $375,000, and he is eligible to receive an annual performance and retention bonus of up to 50% of his annual base salary.
On December 18, 2020, Tilray entered into a retention letter agreement with Mr. Kruteck, pursuant to which he was eligible to receive a one-time retention cash payment equivalent to one time his then current base salary, subject to applicable deductions and withholdings. Fifty percent of the Preferred Stock,retention payment was paid to him on March 31, 2021, and the remaining fifty percent of the retention payment was paid on the Effective Time, subject to certain terms and conditions, including continued employment.
48
On April 29, 2021, Mr. Kruteck notified Tilray of his intent to resign as chief financial officer of Tilray effective April 30, 2021 and terminated employment with Tilray effective May 6, 2021. Mr. Kruteck’s resignation was not the result of any disagreement with Tilray on any matter relating to Tilray’s operations, policies, or except procedures. In connection with Mr. Kruteck’s resignation, he was paid severance benefits equal to twelve (12) months’ base salary and payment of COBRA premiums, target bonus, and acceleration of equity awards, which was calculated based on the terms of Sections 7 and 8 of his employment agreement, dated January 20, 2020, which was subject to his executing and not rescinding a customary release in a form acceptable to the Company (the “Kruteck Separation Agreement”). Other than the payments and benefits provided for in the Kruteck Separation Agreement (including a one-time payment equal to $38,709.00 for Mr. Kruteck’s performance of certain services), Mr. Kruteck was not be entitled to any other compensation, payments or benefits from the Company or any of its affiliates in connection with his resignation.
Jon Levin
On December 18, 2020, Tilray entered into a retention letter agreement with Mr. Levin, pursuant to which he was eligible to receive a one-time retention cash payment. The retention payment amount for Mr. Levin is equivalent to one time his then-current base salary, subject to applicable deductions and withholdings. Fifty percent of the retention payments was paid to him on March 31, 2021, and the remaining fifty percent of the retention payments was paid to him on the Effective Time, subject to certain terms and conditions, including continued employment.
On April 28, 2021, Jon Levin resigned as chief operating officer of Tilray effective April 30, 2021. Mr. Levin’s resignation was not the result of any disagreement with Tilray on any matter relating to Tilray’s operations, policies, or procedures. In connection with Mr. Levin’s resignation, he was paid severance benefits equal to twelve (12) months’ base salary and payment of COBRA premiums, target bonus, and acceleration of equity awards, which was calculated based on the terms of Sections 7 and 8 of his employment agreement, dated January 13, 2020, as amended effective September 21, 2020, subject to his executing and not rescinding a customary release in a form acceptable to the Company (the “Levin Separation Agreement”). Other than the payments and benefits provided for in the Levin Separation Agreement, Mr. Levin was not be entitled to any other compensation, payments or benefits from the Company or any of its affiliates in connection with his resignation.
Andrew Pucher
Mr. Pucher served as our Chief Corporate Development Officer until March 2021. Pursuant to the terms of his employment agreement, Mr. Pucher received an initial annual base salary of $265,000 and was eligible to receive an annual performance and retention bonus of up to 50% of his annual base salary.
In February 2021, we entered into a separation agreement with Mr. Pucher (the “Pucher Separation Agreement”), pursuant to which, Mr. Pucher received payment of his base salary and continued vesting of options and RSUs through March 31, 2021. Mr. Pucher remained eligible to receive his 2020 annual discretionary bonus in accordance with Tilray’s discretionary incentive bonus plan. In addition, Tilray accelerated the vesting of all unvested RSUs held by Mr. Pucher as of the Effective Time, such that all RSUs became fully vested on April 30, 2021. In addition, pursuant to the Pucher Separation Agreement, Mr. Pucher received (a) severance payment equal to 20 months of his base salary, (b) contributions by Tilray to the health and dental benefit plans in which Mr. Pucher currently participates until November 30, 2022, and (c) a lump sum payment of CAD $250,000.00 (less applicable taxes and withholdings) on March 31, 2021.
CEO Pay Ratio
Under SEC regulations, we are required to calculate and disclose the total annual compensation paid to our median employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to our CEO (the “CEO Pay Ratio”). We had two CEOs in Fiscal Year 2021 as a result of the Business Combination and Mr. Kennedy terminating his status as CEO effective April 30, 2021. For purposes of this CEO Pay Ratio disclosure, we have calculated the CEO compensation based on the compensation of Mr. Kennedy, who served as CEO for the majority of Fiscal Year 2021 and who was serving as CEO on December 1, 2020, the date used to identify the median employee. For 2021, the Compensation Committee elected to use the same “median employee” that was originally identified in 2020 to calculate our Fiscal Year 2021 CEO Pay Ratio calculation.
49
Set forth below is a description of the methodology, including material assumptions, adjustments and estimates we used to identify the median employee for purposes of calculating the CEO Pay Ratio:
We identified our median employee from all full-time, part-time and temporary employees who were on our payroll records as of a determination date of December 1, 2020. For Fiscal Year 2021, the Company decided to use the same median employee as 2020 as permitted by the SEC Rules. The Company’s CEO as of the December 1, 2020 determination date was Brendan Kennedy.
Compensation for international employees was converted to U.S. dollar equivalents based on the applicable exchange rate.
In determining compensation for purposes of the median calculation, we used each employee’s annual base pay, target annual bonus and regular annual equity awards (at grant date fair value).
We annualized the base salary earned in 2021 by permanent employees (full-time and part-time) hired after January 1, 2021.
We then calculated the annual total compensation of the identified median employee in accordance with the requirements of the Summary Compensation Table.
On April 30, 2021, we acquired approximately 1,350 Aphria employees as a result of the Business Combination. For Fiscal Year 2021, excluding the Aphria employees, there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our CEO Pay Ratio disclosure. In accordance with Instruction 7 to Item 402(u) of Regulation S-K, the Aphria employees will be included in the total employee count for next fiscal year’s CEO Pay Ratio calculation of the median employee, which will be the Company’s fiscal year following the Business Combination. Neither the Compensation Committee nor our management used our CEO Pay Ratio measure in making compensation decisions.
We determined our median employee’s total compensation for Fiscal Year 2021, including any perquisites and other benefits, in the same manner that we determine the total compensation of our named executive officers for purposes of the Summary Compensation Table disclosed above. The elements included in Mr. Kennedy’s total compensation as CEO are fully discussed in the Summary Compensation Table and accompanying footnotes in this Proxy Statement.
For the five-month period ending May 31, 2021, the median of the total compensation of our employees (other than our CEO) was $15,061 and the total compensation of our CEO was $6,458,728, a significant portion of which includes severance. The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees other than the CEO was 429:1. The foregoing pay ratio represents the Company’s estimate calculated in a manner consistent with the SEC rules and applicable guidance. As discussed in the CD&A herein, Mr. Kennedy received severance benefits and acceleration of all unvested equity, with an aggregate combined value of $6,266,376, in connection with the termination of his employment on April 30, 2021. Given the nature of his severance as a one-time payment in recognition for his past services to the Company, we believe that providing a supplemental pay ratio comparing Mr. Kennedy’s annual total compensation, excluding his severance benefits and equity acceleration, to the pay of our median employee reflects a more representative comparison. The resulting supplemental CEO pay ratio is 13 to 1.
50
Potential Payments Upon Termination Or Change Of Control
The following table provides information concerning the estimated payments and benefits to which each current NEO would be entitled under the applicable agreement assuming that the triggering event took place on May 31, 2021, and with respect to Mr. Kennedy, Mr. Kruteck, Mr. Levin and Mr. Pucher, the benefits actually provided for under their applicable agreements. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, of if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.
​
 
​​
Base salary
​​
Bonus
​​
Equity Awards
​​
Benefits
​​
Total
​
​
 
​​
Severance
Period
(months)
​​
Amount of
base pay
​​
Value
​​
Value Unvested
Estimates
(Max)(1)
​​
COBRA/
Equivalent
months
​​
Total
​
​
Irwin Simon(2)
​​
​​
​​
​​
​​
​​
​
​
Termination Without Cause
​​
18
​​
$1,950,000
​​
—
​​
$17,101,724
​​
—
​​
$19,051,724
​
​
Change of Control
​​
30
​​
$3,250,000
​​
$8,203,276
​​
$17,101,724
​​
—
​​
$28,555,000
​
​
 
​​
​​
​​
​​
​​
​​
​
​
Carl Merton(2)
​​
​​
​​
​​
​​
​​
​
​
Termination Without Cause
​​
14
​​
$410,699
​​
—
​​
1,803,244
​​
—
​​
$2,213,943
​
​
Change of Control
​​
28
​​
$821,398
​​
$662,640
​​
1,803,244
​​
—
​​
$3,287,282
​
​
 
​​
​​
​​
​​
​​
​​
​
​
Denise Faltischek(2)
​​
​​
​​
​​
​​
​​
​
​
Termination Without Cause
​​
12
​​
$325,000
​​
$274,075
​​
$1,400,480
​​
—
​​
$1,999,555
​
​
Change of Control
​​
24
​​
$650,000
​​
$548,150
​​
$1,400,480
​​
—
​​
$2,598,630
​
​
 
​​
​​
​​
​​
​​
​​
​
​
James Meiers(2)
​​
—
​​
​​
​​
​​
​​
​
​
Termination Without Cause
​​
12
​​
$325,000
​​
$356,297
​​
$2,886,927
​​
—
​​
$3,568,224
​
​
Change of Control
​​
24
​​
$650,000
​​
$712,594
​​
$2,886,927
​​
—
​​
$4,249,521
​
​
 
​​
​​
​​
​​
​​
​​
​
​
Brendan Kennedy(3)
​​
​​
​​
​​
​​
​​
​
​
Change of Control Termination
​​
36
​​
$1,731,180
​​
$1,731,180
​​
$2,750,156
​​
$50,331
​​
$6,262,847
​
​
 
​​
​​
​​
​​
​​
​​
​
​
Michael Kruteck(3)
​​
​​
​​
​​
​​
​​
​
​
Change of Control Termination
​​
12
​​
$401,250
​​
$68,358
​​
$2,732,201
​​
$16,777
​​
$3,218,586
​
​
 
​​
​​
​​
​​
​​
​​
​
​
Jon Levin(3)
​​
​​
​​
​​
​​
​​
​
​
Change of Control Termination
​​
12
​​
$448,000
​​
$72,000
​​
$2,797,235
​​
$16,777
​​
$3,334,012
​
​
 
​​
​​
​​
​​
​​
​​
​
​
Andrew Pucher(4)
​​
​​
​​
​​
​​
​​
​
​
Termination Without Cause
​​
20
​​
$724,763
​​
—
​​
$1,115,127
​​
$2,650
​​
$1,842,540
​
(1)
For Mr. Simon, Mr. Merton, Ms. Faltischek and Mr. Meiers, the value of equity award acceleration of vesting is based on the closing stock price of $16.67 per share of our Class 2 common stock as reported on the Nasdaq Global Select Market on May 31, 2021. For Messrs. Kennedy, Kruteck, Levin and Pucher, the value of equity award acceleration of vesting is based on the closing stock price of $18.34 per share of our Class 2 common stock as reported on the Nasdaq Global Select Market on April 30, 2021 (the last date of their respective employment).
(2)
The amounts shown are converted into USD with an exchange rate of $0.8283 (USD) to $1.0000 (CAD).
(3)
In connection with the Arrangement, Messrs. Kennedy, Kruteck, and Levin resigned from their positions with the Company effective April 30, 2021. They each received severance payments and benefits consistent with a change in control termination.
(4)
Mr. Pucher resigned from his position with the Company effective March 31, 2021. He received severance payments and benefits consistent with a no cause termination. The amounts shown for Mr. Pucher are converted into USD with an exchange rate of $0.8283 (USD) to $1.0000 (CAD).
51
PROPOSAL 2
ADVISORY VOTE TO APPROVE
NAMED EXECUTIVE OFFICER COMPENSATION
Section 14A of the Exchange Act requires that we provide our stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC.
Because New Tilray was the legal acquirer of Aphria, the compensation of Former Executives of Tilray for periods prior to the Business Combination, is also presented in this Proxy Statement. The compensation of New Tilray Leadership is also discussed and analyzed for periods subsequent to the Effective Time. In addition, we provide a discussion and analysis of the New Tilray executive compensation programs going forward, which reflect the decisions made by New Tilray’s Compensation Committee.
Our compensation program is designed to provide our NEOs with meaningful incentives and rewards, while effectively balancing the short-term and long-term interests of our stockholders with our ability to attract and retain talented executives. Our compensation approach is tied to our key strategic initiatives following the Business Combination and anticipated growth. The current performance goals are set with the objectives of increasing our revenues and EBITDA; increasing our market share in applicable geographic regions; and advancing our product development, thereby, increasing stockholder value. Our executive compensation program is based on four guiding principles. We have created a compensation program that combines short-term and long-term components, cash, equity, fixed and performance-based contingent payments, in the proportions that we believe achieve these four guiding principles:
enhance stockholder value by aligning the financial interests of our NEOs with those of our stockholders;
enable us to attract, motivate and retain the people needed to support our long-term goal of being an industry leader;
integrate compensation closely with the achievement of our business and performance objectives; and
reward the individual performance that contributes to our short-term and long-term successes.
An important element of our compensation philosophy is to provide our NEOs with compensation packages that are competitive with the compensation offered to executives in comparable positions in cannabis, biotech/pharmaceuticals, and consumer-packaged goods companies of similar size and operating in similar geographies in order to attract dynamic and innovative executives to lead our strategic initiatives. As such, the Compensation Committee utilizes and relies significantly on a competitive market analysis when determining the size, components and mix of our NEOs’ compensation packages. See “Compensation Discussion and Analysis” section above for additional details.
Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held on November 22,2021 pursuant to Item 402 of Regulation S-K, including the Compensation Discussion & Analysis, compensation tables and narrative discussion.”
While the vote is advisory in nature, which means that it is non-binding on us, our Compensation Committee values the opinions of our stockholders and will take into consideration the outcome of the vote when considering future executive compensation arrangements.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO ITEM 402 OF REGULATION S-K.
52
EQUITY COMPENSATION PLANS
The following table provides certain information with respect to all of the Company’s equity compensation plans in effect as of May 31, 2021.
​
Plan Category
​​
(a) Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
​​
(b) Weighted-average
exercise price of outstanding
options, warrants and rights(1)
​​
(c) Number of securities
remaining available for issuance
under equity compensation
plans (excluding securities
reflected in column (a))
​
​
Equity compensation plans approved by security holders
​​
​​
​​
​
​
Amended and Restated Tilray, Inc. 2018 Equity Incentive Plan(2) (3) (4)
​​
4,385,469
​​
$10.29
​​
14,338,892
​
​
Privateer Holdings, Inc. 2011 Equity Incentive Plan
​​
917,545
​​
$3.97
​​
​
​
Equity compensation plans not approved by security holders
​​
​​
​​
​
​
Total
​​
5,303,014
​​
$9.20
​​
14,338,892
​
(1)
Excludes RSU awards because they have no exercise price.
(2)
Consists of 1,205,243 shares of our Class 2 common stock subject to RSU awards and options to purchase 3,180,266 shares of Class 2 common stock.
(3)
Our Amended and Restated 2018 Equity Incentive Plan includes provisions providing for an annual increase in the number of securities available for future issuance on the first day of each Fiscal Year 2021, equal to the least of: (a) 4% of the outstanding shares of capital stock as of the last day of the immediately preceding Fiscal Year 2021; and (b) such lesser amount as the Board may determine.
(4)
Consists of 6,461,092 shares of Class 2 common stock added to the 2018 Equity Plan in connection with the Business Combination.
53
AUDIT COMMITTEE REPORT
Our Audit Committee consists of Messrs. Clanachan, Herhalt, Looney and Robb. Our Board has determined each member of our Audit Committee to be independent under the listing standards and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The Board has adopted a written Audit Committee charter that is available to stockholders on the Company’s website at https://ir.tilray.com/. The Board and the Audit Committee review and assess the adequacy of the charter of the Audit Committee on an annual basis.
The primary purpose of the Audit Committee is to discharge the responsibilities of our Board with respect to our accounting, financial and other reporting and internal control practices and to oversee our independent registered accounting firm.
It is not the duty of the Audit Committee to plan or conduct audits or to prepare our consolidated financial statements. Management is responsible for preparing our consolidated financial statements and has the primary responsibility for assuring their accuracy and completeness, and the independent registered public accounting firm is responsible for auditing those consolidated financial statements and expressing their opinion as to the fair presentation of our financial condition, results of operations, and cash flows, in accordance with GAAP. However, the Audit Committee does consult with management and our independent registered public accounting firm prior to the presentation of consolidated financial statements to stockholders and, as appropriate, initiates inquiries into various aspects of our financial affairs. In addition, the Audit Committee is responsible for the oversight of the independent registered public accounting firm; considering and approving the appointment of and approving all engagements of, and fee arrangements with, our independent registered public accounting firm; and the evaluation of the independence of our independent registered public accounting firm.
In the absence of their possession of information that would give them a reason to believe that such reliance is unwarranted, the members of the Audit Committee rely without independent verification on the information provided to them, and on the representations made, by our management and our independent registered public accounting firm. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal control over financial reporting and disclosure controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Audit Committee’s authority and oversight responsibilities do not independently assure that the audits of our consolidated financial statements are conducted in accordance with auditing standards generally accepted in the United States, or that our consolidated financial statements are presented in accordance with GAAP.
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended May 31, 2021 with management of the Company. The Audit Committee has reviewed and discussed the quality, not just the acceptability, of our accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements with our management and our independent registered public accounting firm. The Audit Committee has discussed with our independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the DGCL,Public Company Accounting Oversight Board (“PCAOB”).
The Audit Committee has also received the holderswritten disclosures and the letter from our independent registered public accounting firm required by applicable requirements of Common Stock shall have exclusively all other rights of stockholders including, but not by way of limitation, (i) the rightPCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, and has discussed with our independent registered public accounting firm the accounting firm’s independence.
Based on the foregoing, the Audit Committee has recommended to receive dividends, when, as and if declared by the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2021.
This Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing with the SEC, except to the extent that the Company specifically incorporates this Report by reference into another Company filing.
THE AUDIT COMMITTEE

John M. Herhalt, Chair
David Clanachan
Tom Looney
Walter Robb
54
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Corporation (the “Board has selected PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2021 and has further directed that management submit the selection of Directors”) outits independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Representatives of assets lawfullyPricewaterhouseCoopers LLP are expected to virtually attend the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available therefor, and (ii)to respond to appropriate questions.
Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. However, the Audit Committee of the Board is submitting the selection of PricewaterhouseCoopers LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the event of any distribution of assets upon liquidation, dissolutionor winding upbest interests of the Corporation or otherwise, the right to receive ratablyCompany and equally all the assets and funds of the Corporation remaining after payment to the holders of the Preferred Stock of the Corporation of the specific amounts which they are entitled to receive upon such liquidation, dissolution or winding up of the Corporation.its stockholders.
(3) Each holderof shares of Common Stock shall be entitled to one vote for each share of such Common Stock held by him or her, and voting power with respect to all classes of securities of the Corporation shall be vested solely in the Common Stock, other than as specifically provided in the Certificate of Designation for any series of Preferred Stock.
B.The number of authorized shares of Class 1 Common Stock, Class 2 Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares of Class 1 Common Stock, Class 2 Common Stock, or Preferred Stock then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of stock of the Companypresent or represented by proxy and entitled to vote thereon, withouton the matter at the Annual Meeting will be required to ratify the selection of PricewaterhouseCoopers LLP.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE NEXT FISCAL YEAR.
Principal Accountant Fees
The following table presents the aggregate fees billed for professional services rendered by PricewaterhouseCoopers LLP for the fiscal year ended May 31, 2021. PricewaterhouseCoopers LLP was not the Company’s public accounting firm prior to that date.
​
Type of Fees
​​
2020
​​
2021
​
​
Audit Fees(1)
​​
—
​​
$1,236,150
​
​
Audit-Related Fees(2)
​​
—
​​
105,000
​
​
Tax Fees(3)
​​
—
​​
—
​
​
All Other Fees(4)
​​
—
​​
165,000
​
​
Total
​​
—
​​
$1,506,150
​
(1)
Audit fees are fees for professional services rendered in connection with the audit of our consolidated financial statements (including an assessment of our internal control over financial reporting) included in Item 8 of our Annual Reports filed on Form 10-K, reviews of our condensed consolidated financial statements included in our Quarterly Reports filed on Form 10-Q, statutory filings and registration statements.
(2)
Audit-related fees are fees for services related to employee benefit plan audits, accounting consultation, compliance with regulatory requirements and an online accounting research tool.
(3)
Tax fees are for services related to tax compliance, tax planning and tax advice. These services included international corporate tax return compliance, annual domestic tax return compliance for employee benefit plans, foreign country tax planning with respect to global stock option and employee stock purchase programs and stock programs, assistance filing advanced pricing agreements with tax authorities, assistance related to foreign tax authority transfer pricing inquiries and domestic tax technical advice.
(4)
PricewaterhouseCoopers LLP did not provide any “other services” during the period.
Audit Committee’s Pre-Approval Policy
The Audit Committee has adopted a votepolicy and procedures for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the holders of the Preferred Stock, or of any series thereof, Class 1 Common Stock or Class 2 Common Stock unless a vote of any such holders is required pursuant to the terms of any certificate of designation filed with respect to any series of Preferred Stock (a “Certificate of Designation”).
C. ThePreferred Stock authorized by this Certificate of Incorporation may be issued from time to time in one or more series. The. Authority is hereby vested in the Board of Directors is hereby expressly authorized to provide for the issue of all or any of the shares of the issuance of Preferred Stock in one or more series, and to fix in connection therewith to fix by resolution providing for the issue of such series out of unissued shares of Preferred Stock, the number of shares and to determine or alter for eachof such series, suchthe designation thereof, the powers (including voting powers, full or limited, or no voting powers), and such designation,the preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may bespecial rights thereof, and the qualifications and limitations thereon, including, without limitation, rights of redemption or conversion into Common Stock, to the fullest extent now or hereafter permitted by the DGCL. The Board of Directors is also expressly authorized to increase or decrease the number ofExcept as expressly provided in the Certificate of Designation for any series of Preferred Stock, any shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series. of Preferred Stock purchased, exchanged, converted, or otherwise acquired byAudit Committee’s approval
A-2
55

TABLE OF CONTENTS

of the Corporation, in any manner whatsoever, shall be retired and cancelled promptly afterscope of the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued sharesengagement of Preferred Stock, without designation asthe independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to series, andprovide each service. The pre-approval of services may be reissued as partdelegated to one or more of any series of Preferred Stock created by resolution or resolutionsthe Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.
The Audit Committee of the Board has determined that the rendering of Directors.
D. Except as provided above, the rights, preferences, privileges, restrictions and other matters relating to the Common Stock are as follows:
1. Definitions. For purposes of this Article IV(D), the following definitions shall apply:
(a) “Change of Control Transaction” means (i) the sale, lease, exchange, or other disposition (other than liens and encumbrances created in the ordinary course of business, including liens or encumbrances to secure indebtedness for borrowed money that are approved by the Company’s Board of Directors, so long as no foreclosure occurs in respect of any such lien or encumbrance) of all or substantially all of the Company’s property and assets (which shall for such purpose include the property and assets of any direct or indirect subsidiary of the Company), provided that any sale, lease, exchange or other disposition of property or assets exclusively between or among the Company and any direct or indirect subsidiary or subsidiaries of the Company shall not be deemed a “Change of Control Transaction”; (ii) the merger, consolidation, business combination, or other similar transaction of the Company with any other entity,services other than a merger, consolidation, business combination, or other similar transaction that would result inaudit services by PricewaterhouseCoopers LLP is compatible with maintaining the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company and more than fifty percent (50%) of the total number of outstanding shares of the Company’s capital stock, in each case as outstanding immediately after such merger, consolidation, business combination, or other similar transaction, and the stockholders of the Company immediately prior to the merger, consolidation, business combination, or other similar transaction own voting securities of the Company, the surviving entity or its parent immediately following the merger, consolidation, business combination, or other similar transaction in substantially the same proportions (vis a vis each other) as such stockholders owned the voting securities of the Company immediately prior to the transaction; and (iii) the recapitalization, liquidation, dissolution, or other similar transaction involving the Company, other than a recapitalization, liquidation, dissolution, or other similar transaction that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company and more than fifty percent of the total number of outstanding shares of the Company’s capital stock, in each case as outstanding immediately after such recapitalization, liquidation, dissolution or other similar transaction, and the stockholders of the Company immediately prior to the recapitalization, liquidation, dissolution or other similar transaction own voting securities of the Company, the surviving entity or its parent immediately following the recapitalization, liquidation, dissolution or other similar transaction in substantially the same proportions (vis a vis each other) as such stockholders owned the voting securities of the Company immediately prior to the transaction.
(b) “Disability” means permanent and total disability such that the Founder is unable to engage in any substantial gainful activity by reason of any medically determinable mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months as determined by a licensed medical practitioner. In the event of a dispute whether the Founder has suffered a Disability, no Disability of the Founder shall be deemed to have occurred unless and until an affirmative ruling regarding such Disability has been made by a court of competent jurisdiction, and such ruling has become final and non-appealable.
(c) “Distribution” means (i) any dividend or distribution of cash, property or shares of the Company’s capital stock; and (ii) any distribution following or in connection with any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (a “Liquidation Event”).
(d) Reserved.
(e) “Family Member” shall mean with respect to any Qualified Stockholder who is a natural person, the spouse, domestic partner, parents, grandparents, lineal descendants, siblings and lineal descendants of siblings (in each case whether by blood relation or adoption) of such Qualified Stockholder or such Qualified Stockholder’s spouse or domestic partner.principal accountant’s independence.
A-3
56

TABLE OF CONTENTS

(f) “Final Conversion Date” means 5:00 p.m.STOCKHOLDER PROPOSALS AND COMPANY INFORMATION
Stockholder Proposals and Director Nominations
In accordance with Rule 14a-8 under the Exchange Act and the advance notice provisions of our Bylaws, stockholder proposals and director nominations for the Annual Meeting of Stockholders for the fiscal year ended May 31, 2022 must be received by our Corporate Secretary at our principal executive office on or before May 30, 2022.
In order for proposals submitted outside of Rule 14a-8 to be considered at the Annual Meeting of Stockholders for the fiscal year ended May 31, 2022, shareholder proposals, including shareholder nominations for Director, must comply with the provisions in the Bylaws. The Bylaws provide that stockholders are required to give advance notice to the Company of any business to be brought by a shareholder before an annual stockholders’ meeting. For business to be properly brought before an annual meeting by a stockholder, the stockholder must give timely written notice thereof to the Secretary of the Company at the principal executive offices of the Company, 655 Madison Avenue, Suite 1900, New York, City, New York onYork.
In order to be timely, a shareholder’s notice must be delivered not later than the first Trading Day falling after the date on which, at all times on such date, the outstanding shares of Class 1 Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class 1 Common Stock and Class 2 Common Stock.
(g) “Founder” means any of the following individuals: (i) Brendan Kennedy, (ii) Michael Blue, or (iii) Christian Groh.
(4) Upon the effectiveness of this ThirdAmended and Restated Certificate of Incorporation, and without any further action by any stockholder, each share of Class 2 common stock of the Corporation outstanding immediately90th day prior to the effectivenessfirst anniversary of this Third Amendedthe date of mailing of the notice for the preceding year’s annual meeting of stockholders nor earlier than the 120th day prior to the first anniversary of the preceding year’s annual meeting. Therefore, any shareholder proposals, including nominations for Directors, submitted outside of Rule 14a-8 to be voted on at the Annual Meeting of Stockholders for the fiscal year ended May 31, 2022 must be received by the Company not earlier than July 25, 2022 and Restated Certificatenot later than August 24, 2022. However, in the event that the date of Incorporation shallthe Annual Meeting of Stockholders for the fiscal year ended May 31, 2022 is advanced by more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary date of the Annual Meeting, for notice by the shareholder to be renamedtimely it must be delivered as stated in the Bylaws. Such proposals and shall become one sharenominations must be made in accordance with, and include the information required to be set forth by, the Bylaws. An untimely or incomplete proposal or nomination may be excluded from consideration at the Annual Meeting of Common Stock.Stockholders for the fiscal year ended May 31, 2022.
(h) “IPO” meansYou are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.
Annual Report to Stockholders and Form 10-K
A copy of the Company’s first firmly underwritten public offering pursuantAnnual Report to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock Exchange Commission on Form 10-K for the accountfiscal year ended May 31, 2021 is available without charge upon written request to: 655 Madison Avenue, Suite 1900, New York, New York.
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the Company.
(i) Reserved.
(j) “Permitted Entity” shall mean,delivery requirements for Proxy Materials with respect to two or more stockholders sharing the same address by delivering a Qualified Stockholder, any corporation, partnershipsingle set of Proxy Materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are Tilray stockholders will be “householding” the Company’s proxy materials. A single set of Proxy Materials Report will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or limited liability company in which such Qualified Stockholder directly, or indirectly through one or more Permitted Transferees, owns shares, partnership interests or membership interests, as applicable, with sufficient Voting Control in the in the corporation, partnership or limited liability company, as the case may be, or otherwise has legally enforceable rights, such that the Qualified Stockholder retains sole dispositive power and exclusive Voting Control with respect to all shares of Class 1 Common Stock held of record by such corporation, partnership or limited liability company, as the case may be.
(k) “Permitted Transfer” shall mean, and be restricted to, any Transfer of a share of Class 1 Common Stock:
(i) by a Founder to the trustee of a Permitted Trust of such Founder;
(ii) by the trustee of a Permitted Trust of a Founder to such Founder or the trustee of any other Permitted Trust of such Founder;
(iii) by a Qualified Stockholder to any Permitted Entity of such Qualified Stockholder; or
(iv) by a Permitted Entity of a Qualified Stockholder to such Qualified Stockholder or any other Permitted Entity of such Qualified Stockholder.
(l) “Permitted Transferee” shall mean a transferee of shares of Class 1 Common Stock received in a Transfer that constitutes a Permitted Transfer.
(m) “Permitted Trust” shall mean a bona fide trust for the benefit of a Founder, Family Members of such Founder or a Qualified Charity, in each case so long as such Founder has sole dispositive power and exclusive Voting Control with respect to the shares of Class 1 Common Stock held by such trust.
(n) “Qualified Charity” shall mean a domestic U.S. charitable organization, contributions to which are deductible for federal income, estate, gift and generation skipping transfer tax purposes.
(o) “Qualified Stockholder” shall mean (i) a Founder and (ii) a Permitted Transferee.
(p) “Securities Exchange” means,until you revoke your consent. If, at any time, the registered national securities exchange on which the Company’s Class 2 Common Stock is then principally listedyou no longer wish to participate in “householding” and would prefer to receive a separate Proxy Materials, please notify your broker or traded, which shall be either theTilray. Direct your written request to Tilray, Inc., Corporate Secretary, 655 Madison Avenue, Suite 1900, New York, Stock Exchange or Nasdaq Global Select Market (or similar national quotation systemNew York. Stockholders who currently receive multiple copies of the Nasdaq Stock Market) (“Nasdaq”) or any successor or other exchangeProxy Materials at their addresses and would like to request “householding” of either the New York Stock Exchange or Nasdaq.
(q) “Trading Day” means any day on which the Securities Exchange is open for trading.
(r) “Transfer” of a share of Class 1 Common Stock shall mean any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law, including, without limitation, a transfer of a share of Class 1 Common Stock to a broker or other nominee (regardless of whether theretheir communications should contact their brokers.
A-4
57

TABLE OF CONTENTS

OTHER INFORMATION
Other Matters That May Come Before the Annual Meeting
We do not know of any other matters that may be presented for consideration at the Annual Meeting. If any other business is a corresponding changeproperly presented for consideration before the Annual Meeting, the persons named as proxies on the enclosed proxy card, or proxy voting instruction form, will vote as they deem in beneficial ownership), or the transferbest interests of or entering into a binding agreement with respect to Voting Control (as defined below) over such share by proxy or otherwise; provided, however, that the following shall not be considered a “Transfer” withinCompany.
Solicitation of Proxies at the meaningAnnual Meeting
We will pay the costs of this Article IV(D):
(i) the granting of a revocable proxy tosolicitation. Our directors, officers or directorsother employees may solicit proxies on behalf of the Company atBoard primarily by mail and via the request of the Board of DirectorsInternet, but additional solicitations may be made in person, by electronic delivery, telephone, facsimile or other medium. No additional compensation will be paid to our directors, officers or other employees in connection with actionsthis solicitation. We may enlist the assistance of brokerage houses, fiduciaries, custodians and other third parties in soliciting proxies. We will, upon request, reimburse brokerage firms and other third parties for their reasonable expenses incurred for forwarding solicitation material to be taken at an annualbeneficial holders of our Common Stock.
Websites
Information on or special meetingconnected to our website (or the website of stockholders;any third party) referenced in this Proxy Statement is in addition to and not a part of or
(ii) the pledge of shares of Class 1 Common Stock incorporated by a stockholder that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise Voting Control over such pledged shares; provided, however, that a foreclosure on such shares or other similar action by the pledgee shall constitute a “Transfer” unless such foreclosure or similar action qualifies as a “Permitted Transfer.”
A “Transfer” shall also be deemed to have occurred with respect to a share of Class 1 Common Stock beneficially held by (1) an entity that is a Permitted Entity, if there occurs any act or circumstance that causes such entity to no longer be a Permitted Entity; (2) the trustee of a Permitted Trust, if there occurs any act or circumstance that causes such trust to no longer be a Permitted Trust; (3) an entity that is a Permitted Transferee, if there occurs any act or circumstance that causes the transferring Qualified Stockholder to no longer have sole dispositive power and exclusive Voting Control with respect to the shares held by such Permitted Transferee; or (4) an entity that is a Qualified Stockholder, if there occurs a Transfer on a cumulative basis, from and after the closing of the IPO, of a majority of the voting power of the voting securities of such entity or any direct or indirect Parent of such entity, other than a Transfer to parties that are,reference into this Proxy Statement. Such additional information speaks as of the closingdate thereof and is not intended to be confirmed or updated by reference herein. The Company disclaims any liability or responsibility for or endorsement of the IPO, holders of voting securities of any such entityinformation on or Parent of such entity. “Parent” of an entity shall mean any entity that directly or indirectly owns or controls a majority of the voting power of the voting securities of such entity.
(s) “Voting Control” shall mean, with respect to a share of Class 1 Common Stock, the power (whether exclusive or shared) to vote or direct the voting of such share by proxy, voting agreement or otherwise.
V.
2. Rights relating to Distributions, Subdivisions, Combinations and Change of Control.
(a) Any Distributions paid or payableconnected to the holders of shares of Common Stock shall be paid pro rata, on an equal priority, pari passu basis, unless different treatment of the shares of each such class is approved by the affirmative vote of the holderswebsite of a majority of the outstanding shares of the applicable class of stock treated adversely, voting separately as a class; provided, however, that in the event a Distribution is paid in the form of Class 1 Common Stock or Class 2 Common Stock (or any option, warrant, conversion right or contractual right of any kind to acquire shares of the Company’s Class 1 Common Stock or Class 2 Common Stock), then the holders of the Class 1 Common Stock shall receive Class 1 Common Stock (or any option, warrant, conversion right or contractual right of any kind to acquire shares of the Company’s Class 1 Common Stock) and holders of Class 2 Common Stock shall receive Class 2 Common Stock (or any option, warrant, conversion right or contractual right of any kind to acquire shares of the Company’s Class 2 Common Stock).
(b) If the Company in any manner subdivides or combines the outstanding shares of any class of Common Stock, the outstanding shares of each other such class will be subdivided or combined in the same proportion and manner, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of such class of Common Stock, each voting separately as a class.
(c) In connection with any Change in Control Transaction, shares of Common Stock shall be treated equally, identically and ratably, on a per share basis, with respect to any consideration into which such shares are converted or any consideration paid or otherwise distributed to stockholders of the Company, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class 1 Common Stock and Class 2 Common Stock, each voting separately as a class. Any merger or consolidation of the Company with or into any other entity, which is not a Change of Control Transaction, shall require approval by the affirmative vote of the holders of a majority of the outstanding shares of Class 1 Common Stock and Class 2 Common Stock, each voting separately as a class, unless (i) the shares of Class 1 Common Stock and Class 2 Common Stock remain outstanding and no other consideration is received in respect thereof or (ii) such shares are converted on a pro rata basis into shares of the surviving or parent entity in such transaction having identical rights to the shares of Class 1 Common Stock and Class 2 Common Stock, respectively.third party.
A-5
58

TABLE OF CONTENTS

3. Voting Rights.
(a) Common Stock. Each holder of shares of Class 1 Common Stock shall be entitled to ten (10) votes for each share thereof held. Each holder of shares of Class 2 Common Stock shall be entitled to one (1) vote for each share thereof held. Except as otherwise provided by law or in thisAmended and Restated Certificate of Incorporation, the holders of the Class 1 Common Stock and Class 2 Common Stock shall vote together as single class.
(b) Class 1 Common Stock Protective Provisions. So long as any shares of Class 1 Common Stock remain outstanding, the Company shall not, without the approval by vote or written consent of the holders of a majority of the voting power of the Class 1 Common Stock then outstanding,voting together as a single class, directly or indirectly, or whether by amendment, or through merger, recapitalization, consolidation or otherwise:
(i) amend, waive, alter, or repeal any provision of this Amended and Restated Certificate of Incorporation or the Bylaws of the Company (including any filing of a Certificate of Designation), that modifies the voting, conversion or other powers, preferences, or other special rights or privileges, or restrictions of the Class 1 Common Stock; or
(ii) reclassify any outstanding shares of Class 2 Common Stock of the Company into shares having rights as to dividends or liquidation that are senior to the Class 1 Common Stock or the right to more than one (1) vote for each share thereof.
(c) General. Except as otherwise expressly provided herein or as required by law, the holders of Preferred Stock, Class 1 Common Stock and Class 2 Common Stock shall vote together and not as separate series or classes.
4. Optional Conversion.
(a) Optional Conversion of the Class 1 Common Stock.
(i) At the option of the holder thereof, each one (1) share of Class 1 Common Stock shall be convertible at any time into one (1) fully paid and nonassessable share of Class 2 Common Stock as provided herein.
(ii) Each holder of Class 1 Common Stock who elects to convert the same into shares of Class 2 Common Stock shall surrender the certificate or certificates therefor (if any), duly endorsed, at the office of the Company or any transfer agent for the Class 1 Common Stock or Class 2 Common Stock, and shall give written notice to the Company at such office that such holder elects to convert the same and shall state therein the number of shares of Class 1 Common Stock being converted. Thereupon the Company shall (1) if such shares are certificated, promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Class 2 Common Stock to which such holder is entitled upon such conversion or (2) if such shares are uncertificated, register such shares in book-entry form. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of, if such shares are certificated, such surrender of the certificate or certificates representing the shares of Class 1 Common Stock to be converted or, if such shares are uncertificated, then upon the written notice of such holder’s election to convert by this Article IV(D), Section 4(a)(ii). The person entitled to receive the shares of Class 2 Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Class 2 Common Stock on such date. If a conversion election under this Article IV(D), Section 4(a)(ii) is made in connection with an underwritten offering of the Company’s securities pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of the holder tendering shares of Class 1 Common Stock for conversion, be conditioned upon the closing with the underwriters of the sale of the Company’s securities pursuant to such offering, in which event the holders making such elections who are entitled to receive Class 2 Common Stock upon conversion of their Class 1 Common Stock shall not be deemed to have converted such shares of Class 1 Common Stock until immediately after the closing of such sale of the Company’s securities in the offering.
5. Automatic Conversion.
(a) Automatic Conversion of the Class 1 Common Stock.
(i) Final Conversion Date. On the Final Conversion Date, each one (1) issued and outstanding share of Class 1 Common Stock shall automatically, without any further action, convert into one (1) fully paid and nonassessable share of Class 2 Common Stock. Following such conversion, the reissuance of all shares of Class 1 Common Stock shall be prohibited, and such shares shall be retired and cancelled in accordance with Section 243
A-6

TABLE OF CONTENTS

of the DGCL and the filing with the Secretary of State of the State of Delaware required thereby, and upon such retirement and cancellation, all references to the Class 1 Common Stock in this Amended and Restated Certificate of Incorporation shall be eliminated. Upon the conversion of any then-outstanding shares of Class 1 Common Stock into Class 2 Common Stock upon the Final Conversion Date, such conversion shall be deemed to have been made upon the Final Conversion Date. Upon conversion of Class 1 Common Stock into Class 2 Common Stock on the Final Conversion Date, all rights of holders of shares of Class 1 Common Stock shall cease and (a) if such shares are certificated, the person or persons in whose name or names the certificate or certificates representing the shares of Class 2 Common Stock are to be issued or (b) if such shares are not certificated, the person registered as the owner of such shares in book-entry form, shall be treated for all purposes as having become the record holder or holders of such shares of Class 2 Common Stock.
(ii) Conversion Upon Transfer(s).
(A) Each one (1) share of Class 1 Common Stock shall automatically be converted into one (1) fully paid and nonassessable share of Class 2 Common Stock upon a Transfer, other than a Permitted Transfer, of such share of Class 1 Common Stock.
(B) Conversion pursuant to this Article IV(D), Section 5(a)(ii) shall occur automatically without the need for any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however, that the Company shall not be obligated to issue certificates (if such shares are certificated) evidencing the shares of Class 2 Common Stock issuable upon such conversion unless the certificates evidencing such shares of Class 1 Common Stock are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Class 1 Common Stock, the holders of Class 1 Common Stock so converted shall surrender the certificates (if such shares are certificated) representing such shares at the office of the Company or any transfer agent for the Class 2 Common Stock. Thereupon, (A) if such shares are certificated, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Class 2 Common Stock into which the shares of Class 1 Common Stock surrendered were convertible on the date on which such automatic conversion occurred or (B) if such shares are uncertificated, such shares shall be registered in book-entry form.
(b) Conversion Upon Death or Disability. Each share of Class 1 Common Stock held of record by a natural person shall automatically, without any further action, convert into one (1) fully paid and nonassessable share of Class 2 Common Stock upon the death of such stockholder or, solely with respect to the death or Disability of a Founder who is a natural person (the “Affected Founder”), each share of Class 1 Common Stock held of record by (i) the Affected Founder, (ii) any Permitted Entity of the Affected Founder, and (iii) any Permitted Transferee of the Affected Founder (collectively, the “Affected Holders”) shall automatically, without any further action, convert into one fully paid and nonassessable share of Class 2 Common Stock upon the death or Disability of such Affected Founder.
6. Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Class 2 Common Stock, solely for the purpose of effecting the conversion of the shares of the Class 1 Common Stock, as applicable, such number of its shares of Class 2 Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class 1 Common Stock; and if at any time the number of authorized but unissued shares of Class 2 Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of Class 1 Common Stock, as applicable, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class 2 Common Stock to such numbers of shares as shall be sufficient for such purpose.
7. Procedures. The Company may, from time to time, establish such policies and procedures relating to the conversion of the Class 1 Common Stock to Class 2 Common Stock and the general administration of this dual class stock structure, including the issuance of stock certificates with respect thereto, as it may deem necessary or advisable, and may from time to time request that holders of shares of Class 1 Common Stock furnish certifications, affidavits or other proof to the Company as it deems necessary to verify the ownership of Class 1 Common Stock,
A-7

TABLE OF CONTENTS

to confirm the validity of all Transfers purported to be Permitted Transfers, and to confirm that a conversion to Class 2 Common Stock has not occurred. A determination by the Secretary of the Company that a Transfer results in a conversion to Class 2 Common Stock shall be conclusive and binding.
8. No Further Issuances. Except for the issuance of Class 1 Common Stock issuable upon a Distribution payable in accordance with Article IV(D), Section 2, the Company shall not at any time after the time of acceptance of this Amended and Restated Certificate of Incorporation by the Secretary of State of the State of Delaware (the “Effective Time”), issue any additional shares of Class 1 Common Stock, unless such issuance is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class 1 Common Stock.
V.
A. The liability of the directors of the Company for monetary damages shall be eliminated to the fullest extent under applicable law.
B. To the fullest extent permitted by applicable law, the Company is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Company (and any other persons to which applicable law permits the Company to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL and, if applicable, Section 317 of the California General Corporation Law. If the DGCL or any other law of the State of Delaware is amended after approval by the stockholders of this Article V to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director to the Company shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.
C. Any repeal or modification of this Article V shall only be prospective and shall not affect the rights or protections or increase the liability of any director under this Article V in effect at the time of the alleged occurrence of any action or omission to act giving rise to liability or indemnification.
D. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders; (iii) any action asserting a claim against the Company arising pursuant to any provision of the DGCL, the certificate of incorporation or the Bylaws of the Company; or (iv) any action asserting a claim against the Company governed by the internal affairs doctrine. Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and to have consented to the provisions of this Section D of Article V.
VI.
For the management of the business and for the conduct of the affairs of the Company, and in further definition, limitation and regulation of the powers of the Company, of its directors and of its stockholders or any class thereof, as the case may be, it is further provided that:
A. Board of Directors.
1. Generally. The management of the business and the conduct of the affairs of the Company shall be vested in its Board of Directors. The number of directors that shall constitute the Board of Directors shall be fixed exclusively by resolutions adopted by a majority of the authorized number of directors constituting the Board of Directors.
2. Election.
(a) Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, following the closing of the IPO, and for so long as permitted by applicable law, the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. The Board of Directors is authorized to assign members of the Board of Directors already in office to such classes at the time the classification becomes effective. At the first annual meeting of stockholders following the closing of the IPO, the term
A-8

TABLE OF CONTENTS

of office of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the IPO, the term of office of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders following the IPO, the term of office of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting.
(b) At any time that applicable law prohibits a classified board as described in Article VI, Section (A)(2)(a), all directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. The directors of the Company need not be elected by written ballot unless the Bylaws so provide.
(c) No stockholder entitled to vote at an election for directors may cumulate votes to which such stockholder is entitled unless required by applicable law at the time of such election. During such time or times that applicable law requires cumulative voting, every stockholder entitled to vote at an election for directors may cumulate such stockholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which such stockholder’s shares are otherwise entitled, or distribute the stockholder’s votes on the same principle among as many candidates as such stockholder thinks fit. No stockholder, however, shall be entitled to so cumulate such stockholder’s votes unless (i) the names of such candidate or candidates have been placed in nomination prior to the voting and (ii) the stockholder has given notice at the meeting, prior to the voting, of such stockholder’s intention to cumulate such stockholder’s votes. If any stockholder has given proper notice to cumulate votes, all stockholders may cumulate their votes for any candidates who have been properly placed in nomination. Under cumulative voting, the candidates receiving the highest number of votes, up to the number of directors to be elected, are elected.
(d) Notwithstanding the foregoing provisions of this section, each director shall serve until his successor is duly elected and qualified or until his earlier death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
3. Removal of Directors. Subject to any limitations imposedIn furtherance and not in limitation of the powers conferred by applicable law, any individual director or directors may be removed (a) with or without cause, for so long as the Qualified Stockholders hold or beneficially own a majority of the voting power of all then-outstanding shares of capital stock of the Company entitled to vote generally at an election of directors (such period, the “Control Period”), by theBoard of Directors is expresslyauthorizedto adopt, amend or repeal the bylaws of the Corporation, without any action on the part of the stockholders. The stockholders shall also have power to adopt, amend or repeal the bylaws of the Corporation; provided, however, that such action by the stockholders shall require the affirmative vote of the holders of a majorityat least 66 2/3% of the voting power of all then-outstandingof the then outstanding shares of the capital stock of the CompanyCorporation entitled to vote generally at anin the election of directors, or (b) with cause by voting together as a single class. Notwithstanding anything to the contrary contained in this ThirdAmended and Restated Certificate of Incorporation or the bylaws of the Corporation, to the extent that the stockholders seek to adopt, amend or repeal the bylaws of the Corporation by consent, in writing or by electronic transmission, without a meeting, such action shall require the affirmative voteconsent of the holders of at least 66 2/3% of the voting power of all then-outstandingof the then outstanding shares of the capital stock of the CompanyCorporation entitled to vote generally at anin the election of directors, acting together as a single class.
VI.
A. From and after the effective time of this ThirdAmended and Restated Certificate of Incorporation, the directors shall no longer be divided into three classes and the directors shall be elected to one-year terms. With respect to any director who was previously elected to a term of more than one year and who continues to serve after the effective time of this Third Amended and Restated Certificate of Incorporation, such director shall serveuntil the next annual meeting of stockholders and until his or her successor shall be elected and qualified, or his or her earlier death, resignation, or removal from office (provided that nothing herein shall in any way prevent or restrict such director from being re-elected at the next or subsequent annual meetings).
B. Elections of directors need not be by written ballot unless the bylaws of the Corporation shall otherwise provide.
C. The number of directors comprising the entireBoard of Directors shall be fixed by or in the manner provided in the bylaws of the Corporation, subjectto the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances.
A-9

TABLE OF CONTENTS

VII.
A. The Corporationreserves the right to amend, alter, change or repeal any provision contained in this Third Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by applicable law, and all rights conferred upon stockholders herein are granted subject to this reservation.
B.Notwithstanding any other provisions of this Third Amended and Restated Certificate of Incorporation or any provision of applicablelaw that might otherwise permit a lesser vote or no vote, the affirmative vote ofthe holders of at least 66 2/3% of the totalvoting power of all of the then-outstandingshares of capital stock of the Corporationentitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, change, or repeal any provisions of this Article VII or Articles V, VI, VIII, IX, or X of this Third Amended and Restated Certificate of Incorporation or to adopt any provisions inconsistent with such Articles.
VIII.
To thefullest extent permitted by the DGCL as it presently exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment to, modification of, or repeal of this Article VIII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
IX.
Except as may otherwise be specifically provided herein, no provision of this Third Amended and Restated Certificate of Incorporation is intended by the Corporation to be construed as limiting, prohibiting, denying or abrogating any of the general or specific powers or rights conferred under the DGCL upon the Corporation, upon its stockholders, bondholders and security holders, and upon its directors, officers and other corporate personnel, including, in particular, the power of the Corporation to furnish indemnification to directors and officers in the capacities defined and prescribed by the DGCL and the defined and prescribed rights of said persons to indemnification as the same are conferred under the DGCL; provided, however, that the indemnification provisions contained in the DGCL shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, resolutionof stockholders or disinterested directors, or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, executors and administrators of such person.
X.
4. Vacancies. Subject to any limitations imposed by applicable law and subject to the rights of the holders of any series of Preferred Stock, any vacancies onvacancy occurring in the Board of Directors resulting, whether arising from death, resignation, disqualification, removal or(with or without cause) or for any other causesreason, and any newly created directorshipsdirectorship resulting from any increase in the authorized number of directors, shall, unless (a) the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by the stockholders and exceptor (b) as otherwise provided by applicable law, be filled only by the affirmative vote of a majority of the directors then in office, even thoughalthough less than a quorum of the Board of Directors, or by a sole remaining director, and not by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’s successor shall have been elected and qualified.
B. Stockholder Actions. No action shall be taken by the stockholders of the Company except at an annual or special meeting of stockholders called in accordance with the Bylaws, and, at any time other than the Control Period, no action shall be taken by the stockholders by written consent or electronic transmission. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Company shall be given in the manner provided in the Bylaws of the Company.
C. Bylaws. The Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the Company. Any adoption, amendment or repeal of the Bylaws of the Company by the Board of Directors shall require the approval of a majority of the authorized number of directors. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Company; provided, however, that, in addition to any vote of the holders of any
A-10

TABLE OF CONTENTS

class or series of stock of the Company required by law or by this Amended and Restated Certificate of Incorporation, such action by stockholders shall require the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class.
VII.
A. The Company renounces any interest or expectancy of the Company or any of its Affiliated Companies in, or in being offered an opportunity to participate in, any Dual Opportunity about which a Dual Role Person acquires knowledge. A Dual Role Person shall have no duty to communicate or offer to the Company or any of its Affiliated Companies any Dual Opportunity that such Dual Role Person has communicated or offered to the Investment Fund, shall not be prohibited from communicating or offering any Dual Opportunity to the Investment Fund, and shall not be liable to the Company or its stockholders for breach of any fiduciary duty as a stockholder, director or officer of the Company, as the case may be, resulting from (i) the failure to communicate or offer to the Company or any of its Affiliated Companies any Dual Opportunity that such Dual Role Person has communicated or offered to the Investment Fund or (ii) the communication or offer to the Investment Fund of any Dual Opportunity, so long as (x) the Dual Opportunity does not become known to the Dual Role Person expressly and solely in his or her capacity as a director or officer of the Company, and (y) the Dual Opportunity is not presented by the Dual Role Person to any party other than the Investment Fund and the Dual Role Person does not pursue the Dual Opportunity individually.
B. In addition to and notwithstanding the foregoing provisions of this Article VII, the Company renounces any interest or expectancy of the Company or any of its Affiliated Companies in, or in being offered an opportunity to participate in, any business opportunity that the Company is not financially able or contractually permitted or legally able to undertake. Moreover, nothing in this Article VII shall amend or modify in any respect any written contractual agreement now existing or entered into after the date hereof between the Investment Fund, on the one hand, and the Company or any of its Affiliated Companies, on the other hand.
C. For purposes of this Article VII:
“Affiliate” means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of the foregoing definition, the term “controls,” “is controlled by,” or “is under common control with” means the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of clarification, the Company and any Investment Fund are deemed not to be Affiliates.
“Affiliated Company” means (i) with respect to the Company, any Person controlled by the Company and (ii) with respect to an Investment Fund, any Person controlled by such Investment Fund. For purposes of the foregoing definition, the term “controlled by” means the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of clarification, the Company and any Investment Fund are deemed not to be Affiliated Companies.
“Dual Opportunity” means any potential transaction or matter which may be a corporate opportunity for both the Investment Fund or its Affiliated Companies, on the one hand, and the Company or any of its Affiliated Companies, on the other hand.
“Dual Role Person” means any individual who is an officer or director of the Company and an officer, director, or general partner of the Investment Fund.
“Investment Fund” means one or more Persons (other than the Company and any Affiliated Company of the Company) which a Dual Role Person has established or may in the future establish (together with other Dual Role Persons or other Persons) for purpose of pursuing investment opportunities in areas broadly similar to the areas of the Company’s current and anticipated business focus.
“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.
D. The provisions of this Article VII shall have no further force or effect with respect to the Investment Fund at such time as (i) the Company and the Investment Fund are no longer Affiliates and (ii) none of the directors and/or officers and/or general partners of the Investment Fund serve as directors and/or officers of the Company and its
A-11

TABLE OF CONTENTS

Affiliated Companies; provided, however, that any such termination shall not terminate the effect of the provisions of this Article VII with respect to any agreement, arrangement or other understanding between the Company or an Affiliated Company thereof, on the one hand, and the Investment Fund, on the other hand, that was entered into before such time or any transaction entered into in the performance of such agreement, arrangement or other understanding, whether entered into before or after such time.
XI.
A. Unless the Corporationconsents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware)shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action asserting a claim forbreach of a fiduciary duty owed by any director, officer, employee, or agent of the Corporation to the Corporation or the Corporation’sstockholders; (iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Third Amended and Restated Certificate of Incorporation, or the bylaws of the Corporationor (iv) any action asserting a claim governed by the internal affairs doctrine; in each case, subject to said court having personal jurisdiction over the indispensable parties named as defendants therein. If any action the subject matter of which is within the scope of this Article XI is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholdershall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce this Article XI (an “Enforcement Action”); and (y) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporationshall be deemed to have notice of the provisions of this Article XI.
B.EUnless the Corporationconsents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933. Any person or entity purchasing or otherwise acquiring or obtaining any interest in anyshares of capital stock of the CompanyCorporation shall be deemed to have notice of and to have consented to the provisions of this Article VIIXI.
F. The invalidity or unenforceability of any particular provision, or part of any provision, of this Article VII shall not affect the other provisions or parts hereof, and this Article VII shall be construed in all respects as if such invalid or unenforceable provisions or parts were omitted.
XII.
Unless the Corporation consents in writing, the Corporation shall not be governed or subject to Section 203 of the DGCL.
VIII.
A. The Company reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by statute, except as provided in Section B of this Article VIII, and all rights conferred upon the stockholders herein are granted subject to this reservation.
B.Notwithstanding any other provisions of this Restated Certificate or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of the Company required by law or by this Restated Certificate or any Certificate of Designation, the affirmative vote of either (a) the holders of a majority of the voting power of all then-outstanding shares of capital stock entitled to vote generally at an election of directors, voting together as a single class during the Control Period or (b) the holders of at least 66 2/3% of the voting power of all of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, shall be required toalter, amend or repeal Articles V, VI, and VIII.
* * * *
FOUR: This Amended and Restated Certificate of Incorporation has been duly approved by the Board of Directors of this corporation.
A-12

TABLE OF CONTENTS

FIVE: This EIGHT:The foregoing Third Amended and Restated Certificate of Incorporation was approved by the holders of the requisite number of shares of this corporation in accordance with Section 228 of the DGCL. This Amended and Restated Certificate of Incorporation has been duly adoptedduly adopted by a meeting of and by unanimous written consent of the Board of Directors of, and by a meeting of the stockholders of, the Corporation in accordance with the provisions of Sections 141, 242 and, 245 of the DGCL by the stockholders of this corporation.
[THIS SPACE INTENTIONALLY LEFT BLANK]
A-13

TABLE OF CONTENTS

Tilray, Inc. has caused this Third Amended and Restated Certificate of Incorporation to be signed by its President and Chief Executive Officer on December 12, 2019[•] and [•] on [•], 2021.
​
​​
TILRAY, INC.
​​
​​
/s/Brendan Kennedy[•]
​​
Brendan Kennedy[•]
President and Chief Executive Officer[•]
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
A-14

TABLE OF CONTENTS


 

TABLE OF CONTENTS