| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of William Newlands
On November 24, 2021, Mr. William Newlands notified Canopy Growth Corporation (the “Company”) of his resignation as a member of the board of directors of the Company (the “Board”), effective immediately.
Appointment of Garth Hankinson
On November 24, 2021, following receipt of Mr. William Newlands’ resignation, the Board appointed Mr. Garth Hankinson as a director of the Board, effective immediately. Mr. Garth Hankinson shall serve as a director of the Company until the next annual general meeting of shareholders or until his earlier death, resignation, or removal.
Mr. Hankinson is the Executive Vice President and Chief Financial Officer of Constellation Brands, Inc. (“CBI”). CBI and its affiliates (collectively, the “CBI Group”) through CBI’s wholly-owned subsidiaries CBG Holdings LLC (“CBG”) and Greenstar Canada Investment Limited Partnership (“Greenstar” and together with CBG, the “CBG Group”) hold, in the aggregate, 142,253,802 of the Company’s common shares (the “Common Shares”), 139,745,453 common share purchase warrants (the “CBG Warrants”) and CDN$200 million principal amount of the Company’s 4.25% convertible senior notes due 2023 (the “Canopy Notes”). Based on 393,713,319 Common Shares outstanding as of the date of this Current Report on Form 8-K, (i) the Common Shares held by the CBI Group represent approximately 36.1% of the issued and outstanding Common Shares and (ii) assuming full exercise of the CBG Warrants and full conversion of the Canopy Notes, the CBI Group would hold 286,150,795 Common Shares, representing approximately 53.2% of the issued and outstanding Common Shares (assuming no other changes in the Company’s issued and outstanding Common Shares), calculated in accordance with applicable securities laws. The Company entered into the second amended and restated investor rights agreement (the “Investor Rights Agreement”) dated April 18, 2019 with the CBG Group. Pursuant to the Investor Rights Agreement, CBG is entitled to, among other things, nominate four members of the Board (each a “CBG Group Nominee”) for so long as the CBG Group continues to hold at least the Target Number of Shares (as defined in the Investor Rights Agreement). Mr. Hankinson replaced Mr. Newlands as a CBG Group Nominee.
Mr. Hankinson has voluntarily waived his right to receive compensation for serving as a director.
In accordance with the Company’s customary practice, the Company is expected to enter into its standard form of indemnification agreement with Mr. Hankinson, which requires the Company to indemnify Mr. Hankinson against certain liabilities that may arise as result of his status or service as a director. The Company’s Form of Director and Officer Indemnity Agreement is filed as Exhibit 10.1 to its Form 10-K for the fiscal year ended March 31, 2021, which was filed with the Securities and Exchange Commission on June 1, 2021.
