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Canopy Growth Corporation — Proxy Solicitation & Information Statement 2020
Aug 8, 2020
46525_rns_2020-08-07_92a97db1-cfc1-4517-a2ec-9bfcf8da3a30.pdf
Proxy Solicitation & Information Statement
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ExERcIsE YOuR RIGhT TO VOTE Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting of CANOPY GROWTH CORPORATION To Be Held on: September 21, 2020 at 10:00 AM EDT
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MEETING INFORMATION
Meeting Type: Annual and Special Meeting For holders as of: July 28, 2020
Date: September 21, 2020 Time: 10:00 AM EDT Location: online through a virtual web conference at www.virtualshareholdermeeting.com/WEED2020
You are receiving this communication because you hold securities in the above named company and to advise you that the company is using notice-and-access to deliver proxy materials to its shareholders for the above noted meeting instead of sending you paper copies of the proxy materials.
This is not a ballot. You cannot use this notice to vote these securities. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials on line at www.proxyvote.com , or on a smartphone by scanning the QR code on the reverse side, or by requesting a paper copy (see reverse side).
We encourage you to access and review all of the important information contained In the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.
VOTING ITEMS
The Board of Directors recommends that you vote FOR the following:
Election of Directors
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1A Election of Director: Judy A. Schmeling
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1B Election of Director: David Klein
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1C Election of Director: Robert Hanson
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1D Election of Director: David Lazzarato
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1E Election of Director: William Newlands
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1F Election of Director: Jim Sabia
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1G Election of Director: Theresa Yanofsky
The Board of Directors recommends you vote FOR the following:
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2 The re-appointment of KPMG LLP, Chartered Professional Accountants, as the Company’s independent registered public accounting firm for fiscal year 2021 and to authorize the Board of Directors of the Company to fix their remuneration.
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3 To approve certain amendments to the Company's Amended and Restated Omnibus Incentive Plan and all unallocated awards issuable under the Amended and Restated Omnibus Incentive Plan, as described in the proxy statement.
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4 To approve certain amendments to the Company's 2017 Employee Stock Purchase Plan, as described in the proxy statement.
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5 To adopt, on an advisory (non-binding) basis, a resolution approving the compensation of the Company’s named executive officers, as described in the proxy statement.
The Board of Directors recommends you vote FOR “One Year” on the following proposal
- 6 To adopt, on an advisory (non-binding) basis, a resolution on the frequency of future “say-on-pay” votes, as described in the proxy statement.
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BEFORE YOU VOTE
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE: Notice of Annual and Special Meeting of Stockholders, Proxy Statement, Annual Report. How to View Online:
Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the reverse) and visit: www.proxyvote.com or on a smartphone by scanning the QR code below.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents or the annual or interim financial statements and/or the respective management’s discussion and analysis, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
- BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-877-907-7643 3) BY EMAIL*: [email protected] * If requesting materials by email please send a blank e-mail with the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the reverse) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before September 10, 2020 to facilitate timely delivery.
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HOW TO VOTE
Please Choose One of the Following Methods
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SCAN TO
VIEW MATERIALS & VOTE
Vote In Person At The Virtual Meeting: If you choose to vote these securities in person at the virtual meeting, you must request a "legal proxy". To do so, please follow the instructions at proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many securityholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow ➔[XXXX XXXX XXXX XXXX] available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
The proxy statement and other relevant proxy materials are available at:
www.canopygrowth.com/investors/investor-events/annual-general-and-special-meeting-2020 and under Canopy Growth Corporation’s SEDAR profile at www.sedar.com. PLEASE VIEW THE PROXY STATEMENT AND OTHER RELEVANT PROXY MATERIALS PRIOR TO VOTING.
Your completed form of proxy must be returned no later than 10:00 a.m. on September 17, 2020.
Shareholders with questions about notice-and-access can contact Broadridge by calling 1-855-887-2244.
If your securities are held by a broker who is a member of the New York Stock Exchange (NYSE), the rules of the NYSE will guide the voting procedures. These rules provide specific time frames for mailing proxy material and that if instructions are not received from you prior to the issuance of the first vote, the proxy may be given at discretion of your broker in accordance with NYSE guidelines. If you have not communicated your instructions to us by the tenth day before the meeting, we may vote your securities at our discretion on any matters deemed to be “routine” under NYSE guidelines. We will nevertheless follow your instructions, even if our discretionary vote has already been given, provided your instructions are received prior to the meeting date.
**If you hold your securities through a Canadian broker or bank, please be advised that you are receiving this notice at the direction of the issuer. Even if you have declined to receive securityholder materials, a reporting issuer is required to deliver this notice to you. If you have advised your intermediary that you object to the disclosure of your beneficial ownership information to the reporting issuer, it is our responsibility to deliver this notice is to you on behalf of the reporting issuer. This notice is being sent at no cost to you.