On October 31, 2024, a class action complaint was filed against Tilray Brands, Inc. by Nabil Salama on behalf of a putative class of stockholders, with Tilray and its Board of Directors named as defendants. The complaint alleges that the proxy statements filed for Tilray's 2023 and 2024 Annual Meetings of Stockholders contained inaccuracies regarding the voting standard and the effect of abstentions and broker non-votes on proposals to increase the number of authorized shares of common stock. The plaintiff contends that the proposals were not validly approved under the majority-of-votes-cast standard as claimed, but rather required a majority-of-outstanding-shares voting standard as per the company's charter. Tilray disagrees with the allegations and intends to defend...Show More

On October 31, 2024, a class action complaint was filed against Tilray Brands, Inc. by Nabil Salama on behalf of a putative class of stockholders, with Tilray and its Board of Directors named as defendants. The complaint alleges that the proxy statements filed for Tilray's 2023 and 2024 Annual Meetings of Stockholders contained inaccuracies regarding the voting standard and the effect of abstentions and broker non-votes on proposals to increase the number of authorized shares of common stock. The plaintiff contends that the proposals were not validly approved under the majority-of-votes-cast standard as claimed, but rather required a majority-of-outstanding-shares voting standard as per the company's charter. Tilray disagrees with the allegations and intends to defend against the action vigorously, asserting that the voting standard used was consistent with Delaware law. The plaintiff seeks to prevent the upcoming vote on the 2024 Authorized Shares Proposal and requests that costs and expenses be awarded to the class. The case highlights the importance of accurate disclosures in proxy statements and the legal standards for stockholder approval of corporate actions.