Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )s

Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
x	Definitive Additional Materials
¨	Soliciting Material under §240.14a-12

CANOPY GROWTH CORPORATION
(Name of Registrant as Specified in Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x	No fee required
¨	Fee paid previously with preliminary materials.
¨	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

Exhibit No.		Exhibit Description
10.1		Retention Agreement, by and between the Canopy Growth Corporation USA, LLC and Judy Hong, effective as of August 19, 2024

10.2		Retention Agreement, by and between the Canopy Growth Corporation and Christelle Gedeon, effective as of August 19, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:

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.

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.

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.

/s/ Judy Hong
Signature

Judy Hong
Please Print Name

Exhibit 10.2

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

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.

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.

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.

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.