Tilray Urges Stockholders to Vote Today to Help Modernize the Company’s Corporate Governance by Eliminating Super-Voting Stock

November 3, 2022  — Tilray Brands, Inc. (“Tilray” or the “Company”) (NASDAQ | TSX: TLRY), a leading global cannabis-lifestyle and consumer packaged goods company, today announced that Institutional Shareholder Services (“ISS”) and Glass, Lewis & Co. (“Glass Lewis), both leading independent providers of proxy research and vote recommendations to the investment community, have recommended that Tilray stockholders vote “FOR” Proposal 3, the Company’s proposal to eliminate Tilray’s Class 1 common stock at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) to be held on November 22, 2022.

“We are pleased that ISS and Glass Lewis agree that stockholders should support Proposal 3 at the upcoming Annual Meeting,” said Irwin D. Simon, Tilray Brands’ Chairman and Chief Executive Officer. “The endorsement of the two major independent proxy advisory firms reaffirms our conviction that Proposal 3 is in the best interests of our stockholders and a critical part of our strategy to simplify our capital structure and modernize our corporate governance, which we believe will protect stockholders and promote accountability. We encourage stockholders to vote “FOR” Proposal 3 and all proposals at our upcoming Annual Meeting to support strong corporate governance and oversight.”

In determining to recommend “FOR” Proposal 3, ISS noted1:

“This proposal will simplify and update the company’s governing documents to reflect that no shares of Class 1 common stock are outstanding, and none will be issued in the future. In addition, this will have no impact on the rights of current shareholders. Therefore, support for this proposal is warranted.”

Glass Lewis, which joined ISS in recommending “FOR” Proposal 3, noted1:

“Allowing one vote per share generally operates as a safeguard for common shareholders by ensuring that those who hold a significant minority of shares are able to weigh in on issues set forth by the board.”

Tilray urges shareholders to vote today to support these key initiatives to ensure best corporate governance practices and help the Company protect the influence of its stockholders. Your support is important, no matter how many or how few shares you own.

If you have any questions, or need any assistance in voting your shares, please contact Morrow Sodali LLC at (800) 449-0910 toll-free in the U.S. and Canada or (203) 658-9400 or by email at TLRY@info.morrowsodali.com.


About Tilray Brands
Tilray Brands, Inc. (Nasdaq: TLRY; TSX: TLRY), is a leading global cannabis lifestyle and consumer packaged goods company with operations in Canada, the United States, Europe, Australia, and Latin America that is changing people’s lives for the better – one person at a time – by inspiring and empowering a worldwide community to live their very best life, enhanced by moments of connection and wellbeing. Tilray’s mission is to be the most responsible, trusted and market leading cannabis consumer products company in the world with a portfolio of innovative, high-quality and beloved brands that address the needs of the consumers, customers and patients we serve. A pioneer in cannabis research, cultivation, and distribution, Tilray’s unprecedented production platform supports over 20 brands in over 20 countries, including comprehensive cannabis offerings, hemp-based foods, and craft beverages.

For more information on how we open a world of wellbeing, visit www.Tilray.com and follow @tilray on all social platforms.