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2024-08-19
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 19, 2024
Canopy Growth Corporation
(Exact name of registrant as specified in its
charter)
Canada |
|
001-38496 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1 Hershey Drive
Smiths Falls, Ontario |
K7A
0A8 |
(Address of principal executive offices) |
(Zip Code) |
(855) 558-9333
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading
Symbol(s) |
Name of each exchange
on which registered |
Common
Shares, no par value |
CGC |
Nasdaq
Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Retention
Agreements with Chief Financial Officer and Chief Legal Officer
On
August 19, 2024, Canopy Growth Corporation USA, LLC, a wholly owned subsidiary of Canopy Growth Corporation (the “Company”),
entered into a retention agreement with Judy Hong, the Company’s Chief Financial Officer (the “Hong Retention Agreement”),
and the Company entered into a retention agreement with Christelle Gedeon, the Company’s Chief Legal Officer (the “Gedeon
Retention Agreement” and, collectively with the Hong Retention Agreement, the “Retention Agreements”).
Pursuant to the terms of the Retention Agreements, each of Ms. Hong and Ms. Gedeon will be eligible to receive a retention bonus
in the amount of U.S. $150,000, provided that she remains employed with the Company through October 1, 2025 (the “End
Date”).
Under
the terms of the Retention Agreements, neither Ms. Hong nor Ms. Gedeon will be entitled to the retention bonus in the event
she resigns or is terminated for just cause before the End Date. However, in the event Ms. Hong’s or Ms. Gedeon’s
employment is terminated without cause prior to the End Date, she will be paid her retention bonus in addition to any termination entitlement
she would otherwise be entitled to under her employment agreement.
The
foregoing description of the Hong Retention Agreement and the Gedeon Retention Agreement is qualified in its entirety by reference to
the full text of the Hong Retention Agreement and the Gedeon Retention Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2,
respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
CANOPY GROWTH CORPORATION |
|
|
|
|
By: |
/s/ Judy Hong |
|
|
Judy Hong
Chief Financial Officer |
Date: August 23, 2024
Exhibit 10.1
|
|
1 Hershey Drive
Smith Falls, ON K7A 0A8
(855)558-9333
invest@canopygrowth.com
www.canopygrowth.com |
August 16, 2024
Judy Hong
Employee Number: 6275
BY EMAIL
Dear Judy:
The Board is pleased to confirm that effective
August 15, 2024, the following change will be made with respect to your employment with Canopy Growth Corporation USA, LLC (the “Company”).
Please note that unless explicitly changed within this letter, all other terms of your Employment Agreement,
as amended by any subsequent amending agreement(s), remain intact. If we have not received a signed document within seven days of issuing
this letter, this will become null and void.
Retention Bonus
We are pleased to offer you a retention bonus
of $150,000 USD (one hundred and fifty thousand dollars) subject to statutory deductions and withholdings (the “Retention Bonus”),
if you remain employed by the Company between now and October 1, 2025 (the “End Date”), which will be paid out to you
on the next regular scheduled pay date post the end date, and you continue to perform your current position.
This Retention Bonus will be on top of any termination
entitlements owed to you in the event that the Company is required to terminate your employment at any point in the future. The following
constitute the further terms of our Retention Bonus offer:
| 1. | In the event that you resign your employment between now and the October 1, 2025, you will not have
earned the Retention Bonus and therefore will not be entitled to any portion of same. |
| 2. | In the event that your employment is terminated for just cause between now and the End Date, you will
not have earned the Retention Bonus and therefore will not be entitled to any portion of same. |
| 3. | In the event that your employment is terminated without cause between now and the End Date, the Company
will pay you the Retention Bonus in addition to your termination entitlements. |
Finally, we would like to take this opportunity
to remind you of your ongoing obligations of confidentiality to the Company pursuant to the terms of your employment agreement. The terms
of this Retention Bonus letter are not to be disclosed by you to anyone other than immediate family, legal counsel or your financial advisor.
If you have questions about any of the information contained in this
Retention Bonus letter, please contact Chrissy McHardy by email at chrissy.mchardy@canopygrowth.com.
|
|
1 Hershey Drive
Smith Falls, ON K7A 0A8
(855)558-9333
invest@canopygrowth.com
www.canopygrowth.com |
Regards,
/s/ David Klein |
|
David Klein |
|
Chief Executive Officer |
|
I acknowledge that I have read and understand the terms of employment
set out above.
Dated at New York City, this 19th day of August
, 2024.
Judy Hong |
|
Please Print Name |
|
Exhibit 10.2
![](https://www.sec.gov/Archives/edgar/data/1737927/000110465924092438/tm2422378d1_ex10-2img001.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1737927/000110465924092438/tm2422378d1_ex10-2img002.jpg) |
1 Hershey Drive
Smith Falls, ON K7A 0A8
(855)558-9333
invest@canopygrowth.com
www.canopygrowth.com |
August 16, 2024
Christelle Gedeon
Employee Number: 10670
BY EMAIL
Dear Christelle:
The Board is pleased to confirm that effective
August 15, 2024, the following change will be made with respect to your employment with Canopy Growth Corporation(the “Company”).
Please note that unless explicitly changed within this letter, all other terms of your Employment Agreement,
as amended by any subsequent amending agreement(s), remain intact. If we have not received a signed document within seven days of issuing
this letter, this will become null and void.
Retention Bonus
We are pleased to offer you a retention bonus
of $150,000 USD (one hundred and fifty thousand dollars) subject to statutory deductions and withholdings (the “Retention Bonus”),
if you remain employed by the Company between now and October 1, 2025 (the “End Date”), which will be paid out to you
on the next regular scheduled pay date post the end date, and you continue to perform your current position. The Retention Bonus will
be converted to Canadian dollars and subject to the conversion rate at the time of payment.
This Retention Bonus will be on top of any termination
entitlements owed to you in the event that the Company is required to terminate your employment at any point in the future. The following
constitute the further terms of our Retention Bonus offer:
| 1. | In the event that you resign your employment between now and the October 1, 2025, you will not have
earned the Retention Bonus and therefore will not be entitled to any portion of same. |
| 2. | In the event that your employment is terminated for just cause between now and the End Date, you will
not have earned the Retention Bonus and therefore will not be entitled to any portion of same. |
| 3. | In the event that your employment is terminated without cause between now and the End Date, the Company
will pay you the Retention Bonus in addition to your termination entitlements. |
Finally, we would like to take this opportunity
to remind you of your ongoing obligations of confidentiality to the Company pursuant to the terms of your employment agreement. The terms
of this Retention Bonus letter are not to be disclosed by you to anyone other than immediate family, legal counsel or your financial advisor.
If you have questions about any of the information contained in this
Retention Bonus letter, please contact Chrissy McHardy by email at chrissy.mchardy@canopygrowth.com.
![](https://www.sec.gov/Archives/edgar/data/1737927/000110465924092438/tm2422378d1_ex10-2img001.jpg) |
![](https://www.sec.gov/Archives/edgar/data/1737927/000110465924092438/tm2422378d1_ex10-2img002.jpg) |
1 Hershey Drive
Smith Falls, ON K7A 0A8
(855)558-9333
invest@canopygrowth.com
www.canopygrowth.com |
Regards,
/s/ David Klein |
|
David Klein |
|
Chief Executive Officer |
|
I acknowledge that I have read and understand the terms of employment
set out above.
Dated at Toronto , this 19th day of August ,
2024.
/s/ Christelle Gedeon |
|
Signature |
|
|
|
Christelle Gedeon |
|
Please Print Name |
|
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