Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 22, 2022, Tilray Brands, Inc. (the "Company") held its 2022 annual meeting of stockholders (the "Annual Meeting"), at which a quorum was present.

At the Annual Meeting, stockholders considered and voted to approve the following proposals, each of which is described in more detail in the Company's proxy statement dated September 22, 2022 (the "Proxy Statement"): (1) the election of John Herhalt as Class I director to serve until his respective term expires or until his successor is duly elected and qualified; (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the current fiscal year; and (3) the approval of the amendments (the "Charter Amendments") to the Company's Certificate of Incorporation, as amended to cancel the Class 1 common stock and re-allocate such authorized shares to Class 2 common stock.

Each of the first and second proposals were formally approved by the vote of the Company's stockholders at the Annual Meeting, as detailed in the voting results outlined below.

The third proposal regarding the approval of the Charter Amendments has not yet received sufficient votes to approve the Charter Amendment. The Company therefore adjourned the Annual Meeting as to the third proposal in order to solicit additional votes in favor of the Charter Amendment. This adjourned portion of the Annual Meeting will be held at 11:00 am EST on December 20, 2022, and will be held virtually online at www.virtualshareholdermeeting.com/TLRY2022. Effective November 22, 2022, the term of service ended for Brendan Kennedy and Walter Robb as Class 1 directors of the Company.

Proposal No. 1 - Election of Class I Director:



                                               Broker
    Nominee           For        Withheld     Non-Votes
John M. Herhalt   134,848,214   23,488,174   141,886,232


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Proposal No. 2 - Ratification of Selection of Independent Registered Public Accounting Firm:



For     285,711,424
Against  10,469,828
Abstain   4,041,368



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Proposal No. 3 - Approval of the Amendments to the Company's Certificate of Incorporation:



For     252,581,167
Against  37,606,126
Abstain  10,035,327



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