Form 8-K

8-K — Canopy Growth Corp

Accession: 0001104659-26-118521

Filed: 2026-10-23

Period: 2026-10-23

CIK: 0001737927

SIC: 2833 (MEDICINAL CHEMICALS & BOTANICAL PRODUCTS)

Item: Submission of Matters to a Vote of Security Holders

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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):

October 23, 2026

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 officers)

(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 5.07.

Submission of Matters to a Vote of Security Holders.

On September 25, 2026, Canopy Growth Corporation (“Canopy

Growth”) convened and adjourned to, and reconvened on, October 23, 2026, its 2026 Annual General and Special Meeting of Shareholders

(the “Annual Meeting”). A total of 423,037,675 common shares of Canopy Growth (“Shares”) were entitled

to vote as of July 31, 2026, the record date for the Annual Meeting. There were 154,837,897 Shares represented at the Annual Meeting,

at which Canopy Growth’s shareholders were asked to vote on seven proposals, each of which is described in more detail in Canopy

Growth’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on August 7, 2026 (the

“Proxy Statement”). Set forth below are the matters acted upon by Canopy Growth’s shareholders, and the

final voting results of each such proposal.

Proposal No. 1: Election of Director Nominees.

Votes regarding the election of the five director nominees were as

follows:

Director Name

Votes For

Votes Against

Broker Non-Votes

David Lazzarato

78,059,502

11,499,873

65,278,522

Theresa Yanofsky

76,020,874

13,538,500

65,278,522

Luc Mongeau

79,871,589

9,687,785

65,278,522

Shan Atkins

79,773,303

9,786,072

65,278,522

Joseph Bayern

79,713,027

9,846,347

65,278,522

Based on the votes set forth above, Canopy Growth’s shareholders

elected each of the five nominees set forth above to serve as a director of Canopy Growth until the next annual general meeting of shareholders

or until his or her successor is duly elected or appointed.

Proposal No. 2: MNP Appointment.

The proposal to appoint MNP LLP, Certified Public Accountants (“MNP”),

as Canopy Growth’s auditor and independent registered public accounting firm for the fiscal year ending March 31, 2027 and to authorize

the board of directors of Canopy Growth (the “Board”) or any responsible committee thereof to fix their remuneration

received the following votes:

Votes For

Votes Withheld

Broker Non-Votes

130,265,593

8,253,188

—

Based on the votes set forth above, Canopy Growth’s shareholders

approved the proposal to appoint MNP.

Proposal No. 3: Share Consolidation

The proposal to adopt a special resolution approving an amendment to

Canopy Growth’s articles to, among other things, to provide that the authorized capital of Canopy Growth be altered by consolidating

all of the issued and outstanding Shares and Canopy Growth exchangeable shares (the “Exchangeable Shares”) on the basis

of a ratio to be determined by the Board, in its sole discretion, within a range of one post-consolidation share for every five to fifteen

outstanding pre-consolidation shares, at anytime prior to September 25, 2027 (or the date that is 12 months immediately following the

date that any adjourned or postponed Meeting is reconvened or held, as the case may be), with the exact ratio to be set at a whole number

within this range by the Board in its sole discretion and applicable for both the Shares and Exchangeable Shares (the “Share

Consolidation Resolution”), as further described in the Proxy Statement, received the following votes:

Votes For

Votes Against

Abstain

Broker Non-Votes

121,567,723

28,460,796

4,809,378

—

Based on the votes set forth above, Canopy Growth’s shareholders

approved the Share Consolidation Resolution.

Proposal No. 4: Adoption of Advance Notice By-Law

The proposal to adopt an ordinary resolution to ratify and approve

By-Law No. 2 of Canopy Growth, which establishes advance notice and certain other requirements for shareholders of Canopy Growth to propose

director nominations for shareholder meetings of Canopy Growth (the “Advance Notice By-Law Resolution”), as set forth

in the Proxy Statement, received the following votes:

Votes For

Votes Against

Abstain

Broker Non-Votes

77,552,719

8,117,831

3,888,825

65,278,522

Based on the votes set forth above, Canopy Growth’s shareholders

approved the Advance Notice By-Law Resolution.

Proposal No. 5: Renewal of Omnibus Incentive Plan

The proposal to adopt an ordinary resolution to approve all unallocated

entitlements under Canopy Growth’s Omnibus Incentive Plan (the “Renewal of Omnibus Incentive Plan Resolution”),

as set forth in the Proxy Statement, received the following votes:

Votes For

Votes Against

Abstain

Broker Non-Votes

73,600,900

11,848,575

4,109,898

65,278,522

Based on the votes set forth above, Canopy Growth’s shareholders

approved the Renewal of Omnibus Incentive Plan Resolution.

Proposal No. 6: Advisory, Non-Binding Vote on Compensation

of Canopy Growth’s Named Executive Officers.

The advisory (non-binding) vote on the compensation of Canopy Growth’s

named executive officers (the “NEOs”), as set forth in the Proxy Statement, received the following votes:

Votes For

Votes Against

Abstain

Broker Non-Votes

72,046,152

13,265,855

4,247,368

65,278,522

Based on the votes set forth above, Canopy Growth’s shareholders

approved, on an advisory basis, the compensation of the NEOs.

Proposal No. 7: Advisory, Non-Binding Vote on the Frequency

of Votes on the Compensation of the NEOs.

The advisory (non-binding) vote on the frequency of future advisory

(non-binding) votes on the compensation of the NEOs at either 1 year, 2 years or 3 years, as set forth in the Proxy Statement, received

the following votes:

1 Year

2 Years

3 Years

Abstain

Broker Non-Votes

80,098,423

1,726,567

2,972,628

4,761,755

65,278,522

Shareholders indicated, on an advisory basis, that they preferred that

there be an advisory (non-binding) vote on the compensation of the NEOs every “1 Year”. In light of the recommendation of

the Board that future “say-on-pay” votes occur every “1 Year” and the results of the shareholder vote on Proposal

No. 7, Canopy Growth intends to continue to submit to its shareholders a non-binding advisory vote on the compensation of the NEOs at

every annual meeting of shareholders until the next required advisory vote on the frequency of shareholder votes on the compensation of

the NEOs, which is expected to occur in 2032.

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/ Tom Stewart

Tom Stewart

Chief Financial Officer

Date: October 23, 2026

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