**Tilray Faces Class Action Lawsuit Over Stockholder Vote Allegations****

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Tilray Brands, Inc., a Delaware corporation listed on the NASDAQ Global Select Market under the symbol TLRY, recently found itself entangled in a class action lawsuit following allegations regarding stockholder voting standards. The complaint, filed by Nabil Salama on behalf of a putative class of stockholders, was lodged in the Court of Chancery of the State of Delaware on October 31, 2024.

The lawsuit revolves around claims made in Tilray’s 2023 and 2024 Proxy Statements regarding the approval requirements for the proposal to increase the number of authorized shares of common stock. The complaint disputes the voting standard applied by the company, alleging that the Board of Directors inaccurately specified the threshold for approval and misrepresented the impact of abstentions and broker non-votes.

In particular, the complaint challenges the assertion that a majority-of-votes-cast standard was required for the stockholder approval of the proposed share increases. It points to the Certificate of Incorporation, which allegedly mandates an affirmative vote from the holders of a majority of the outstanding shares of stock as the applicable voting standard.

Tilray has strongly opposed these claims and intends to defend vigorously against the allegations made in the class action complaint. The company maintains that the Authorized Shares Proposals and the votes-cast standard for approval are consistent with the statutory amendments to the Delaware General Corporation Law.

Furthermore, Tilray believes that the availability of additional authorized shares of Common Stock would bolster the company’s business and financial flexibility and potentially pave the way for strategic initiatives, including potential acquisitions. Notably, Institutional Shareholder Services Inc. (“ISS”) recommended that Tilray shareholders vote “FOR” the proposal to increase the company’s authorized shares at the upcoming annual meeting of shareholders on November 21, 2024.

The protracted legal battle undermines Tilray’s attempt to secure stockholder approval for proposed increases in authorized shares. The outcome of this lawsuit will likely have ramifications on the corporate governance and decision-making processes of the company.

Please note that all claims and counterclaims discussed in this article are based on the allegations mentioned in the text of the class action complaint filed against Tilray Brands, Inc. This information is solely for informative purposes and does not represent a definitive legal stance on the situation.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Tilray’s 8K filing here.

About Tilray

Tilray, Inc engages in the research, cultivation, processing, and distribution of medical cannabis. The company offers its products in Argentina, Australia, Canada, Chile, Croatia, Cyprus, the Czech Republic, Germany, New Zealand, and South Africa. Tilray, Inc is headquartered in Canada.