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Compiled from SEC Form N-PX filings and Tilray Brands, Inc.’s Form 8-K, filed November 19, 2025 (Item 5.07 on EDGAR). Page generated October 18, 2026.
Meeting of November 18, 2025: 4 items on Tilray Brands, Inc.’s Form 8-K, filed November 19, 2025: 4 without a stated outcome.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided
Proxy season: 2023-2024 2025-2026
Explore Tilray Brands, Inc. in the interactive database Compare manager voting policies
These tallies are Tilray Brands, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed November 19, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: John Herhalt | 85,540,003 | -- | -- | 23,445,500 | 326,877,556 | 78% | Not verified | — |
| 2. Ratification of Selection of PWC as Independent Registered Public Accounting Firm | 402,964,551 | 20,170,494 | 12,728,014 | -- | -- | 95% | Not verified | — |
| 3. The Non-Binding Advisory Resolution on the Named Executive Officer Compensation | 72,869,843 | 31,887,041 | 4,228,619 | -- | -- | 70% | Not verified | — |
| 4. Governance Changes Proposal | 93,618,416 | 12,215,984 | 3,151,103 | -- | 326,877,556 | 88% | Not verified | — |
Source: Tilray Brands, Inc., Form 8-K, filed with the SEC on November 19, 2025 — read the filing on EDGAR.
Each item below shows how the 272 asset managers that disclosed a Tilray Brands, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 4 wordings of this item as funds reported it.
78% Majority: yes · of votes cast
Description as filed by funds: Election of Director: John Herhalt
Tilray Brands, Inc.’s own tally for this item (“Elect Director: John Herhalt”): 85,540,003 for, 23,445,500 withheld, per its Form 8-K filed November 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 78% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Amplify ETF Trust | 0 | 0 | 0 | 1,371,948 | Withhold |
| Invesco | 558,387 | 0 | 0 | 0 | For |
| Fidelity | 9,997 | 0 | 0 | 439,217 | Withhold |
| Vanguard | 199,490 | 0 | 0 | 0 | For |
| State Street | 117,914 | 0 | 0 | 0 | For |
| AdvisorShares Trust | 0 | 0 | 0 | 92,223 | Withhold |
| BlackRock | 0 | 0 | 0 | 44,871 | Withhold |
| Lincoln Financial | 0 | 0 | 0 | 20,522 | Withhold |
| Tidal Trust I | 3,828 | 0 | 0 | 0 | For |
| Dimensional | 0 | 0 | 0 | 768 | Withhold |
| John Hancock | 0 | 0 | 114 | 232 | Mixed |
| Victory Capital | 0 | 0 | 0 | 1 | Withhold |
Fund voting reports, all 12 managers: 889,616 for, 1,969,782 withheld, 114 abstained.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Roberts Wealth Advisors, LLC | 44,553 | 0 | 0 | 0 | For |
| MARCO INVESTMENT MANAGEMENT LLC | 2,257 | 0 | 0 | 0 | For |
| Keel Point, LLC | 0 | 0 | 0 | 1,031 | Withhold |
Institutional-manager reports, all 3 managers: 46,810 for, 1,031 withheld.
Combines 4 wordings of this item as funds reported it.
88% Majority: yes · of votes cast
Description as filed by funds: Approval of the governance changes to the Company's Fifth Amended and Restated Certificate of Incorporation (the "Charter") to (i) declassify the Board and provide that all directors will be elected at each annual meeting of stockholders and (ii) eliminate the provision of the Charter that allows stockholders to remove directors only for cause (collectively, the "Governance Proposal"); and
Tilray Brands, Inc.’s own tally for this item (“4. Governance Changes Proposal”): 93,618,416 for, 12,215,984 against, per its Form 8-K filed November 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 88% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Amplify ETF Trust | 1,371,948 | 0 | 0 | 0 | For |
| Invesco | 558,387 | 0 | 0 | 0 | For |
| Fidelity | 449,214 | 0 | 0 | 0 | For |
| Vanguard | 199,490 | 0 | 0 | 0 | For |
| State Street | 117,914 | 0 | 0 | 0 | For |
| AdvisorShares Trust | 92,223 | 0 | 0 | 0 | For |
| BlackRock | 44,871 | 0 | 0 | 0 | For |
| Lincoln Financial | 20,522 | 0 | 0 | 0 | For |
| Tidal Trust I | 3,828 | 0 | 0 | 0 | For |
| Dimensional | 768 | 0 | 0 | 0 | For |
| John Hancock | 346 | 0 | 0 | 0 | For |
| Victory Capital | 1 | 0 | 0 | 0 | For |
Fund voting reports, all 12 managers: 2,859,512 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Roberts Wealth Advisors, LLC | 44,553 | 0 | 0 | 0 | For |
| MARCO INVESTMENT MANAGEMENT LLC | 2,257 | 0 | 0 | 0 | For |
| Ironwood Investment Counsel, LLC | 1,888 | 0 | 0 | 0 | For |
| Keel Point, LLC | 1,031 | 0 | 0 | 0 | For |
Institutional-manager reports, all 4 managers: 49,729 for.
Combines 8 wordings of this item as funds reported it.
70% Majority: yes · of votes cast
Description as filed by funds: Approval of the non-binding advisory resolution on the named executive officer compensation;
Tilray Brands, Inc.’s own tally for this item (“3. The Non-Binding Advisory Resolution on the Named Executive Officer Compensation”): 72,869,843 for, 31,887,041 against, per its Form 8-K filed November 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 70% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Amplify ETF Trust | 0 | 1,371,948 | 0 | 0 | Against |
| Invesco | 0 | 558,387 | 0 | 0 | Against |
| Fidelity | 0 | 449,214 | 0 | 0 | Against |
| Vanguard | 0 | 199,490 | 0 | 0 | Against |
| State Street | 117,914 | 0 | 0 | 0 | For |
| AdvisorShares Trust | 0 | 92,223 | 0 | 0 | Against |
| BlackRock | 0 | 44,871 | 0 | 0 | Against |
| Lincoln Financial | 0 | 20,522 | 0 | 0 | Against |
| Tidal Trust I | 3,828 | 0 | 0 | 0 | For |
| Dimensional | 0 | 768 | 0 | 0 | Against |
| John Hancock | 0 | 346 | 0 | 0 | Against |
| TITAN GLOBAL CAPITAL MANAGEMENT USA LLC | 0 | 0 | 0 | 0 | Not Voted |
| Victory Capital | 0 | 1 | 0 | 0 | Against |
Fund voting reports, all 13 managers: 121,742 for, 2,737,770 against, 1 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Global X | 0 | 2,470,742 | 0 | 0 | Against |
| Vanguard | 0 | 1,947,512 | 0 | 0 | Against |
| BlackRock | 52,328 | 1,606,033 | 0 | 0 | Against |
| State Street | 1,400,950 | 22,775 | 0 | 0 | For |
| UBS | 0 | 883,241 | 0 | 0 | Against |
| Northern Trust | 517,497 | 103,508 | 0 | 0 | Mixed |
| Invesco | 0 | 570,090 | 0 | 0 | Against |
| Dimensional | 0 | 398,587 | 0 | 0 | Against |
| iA Global Asset Management Inc. | 0 | 305,302 | 0 | 0 | Against |
| REGENTS OF THE UNIVERSITY OF CALIFORNIA | 0 | 279,068 | 0 | 0 | Against |
| STIFEL NICOLAUS & CO INC \MO\ | 0 | 261,620 | 0 | 0 | Against |
| DE Shaw | 0 | 260,465 | 0 | 0 | Against |
| State of Wyoming | 240,028 | 0 | 0 | 0 | For |
| BLAIR WILLIAM & CO/IL | 0 | 239,811 | 0 | 0 | Against |
| Wealthfront Advisers LLC | 0 | 213,664 | 0 | 0 | Against |
| Freestone Capital Holdings, LLC | 0 | 164,860 | 0 | 0 | Against |
| Cresset Asset Management, LLC | 0 | 158,887 | 0 | 0 | Against |
| Corient Private Wealth LP | 120,740 | 37,178 | 0 | 0 | Mixed |
| TEACHER RETIREMENT SYSTEM OF TEXAS | 0 | 152,085 | 0 | 0 | Against |
| NORTHSTAR ASSET MANAGEMENT INC | 0 | 149,886 | 0 | 0 | Against |
| BANK OF MONTREAL /CAN/ | 0 | 149,679 | 0 | 0 | Against |
| WASHINGTON STATE INVESTMENT BOARD | 0 | 126,485 | 0 | 0 | Against |
| Legal & General Investment Management Ltd | 0 | 113,609 | 0 | 0 | Against |
| HighTower Advisors, LLC | 0 | 107,903 | 0 | 0 | Against |
| CAPTRUST FINANCIAL ADVISORS | 0 | 106,495 | 0 | 0 | Against |
Institutional-manager reports, all 257 managers: 2,776,661 for, 12,134,205 against, 2,934 abstained, 33,563 not voted. Showing the 25 largest; see all in the interactive database.
Combines 3 wordings of this item as funds reported it.
95% Majority: yes · of votes cast
Description as filed by funds: The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2026;
Tilray Brands, Inc.’s own tally for this item (“2. Ratification of Selection of PWC as Independent Registered Public Accounting Firm”): 402,964,551 for, 20,170,494 against, per its Form 8-K filed November 19, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.
Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Amplify ETF Trust | 1,371,948 | 0 | 0 | 0 | For |
| Invesco | 558,387 | 0 | 0 | 0 | For |
| Fidelity | 449,214 | 0 | 0 | 0 | For |
| Vanguard | 199,490 | 0 | 0 | 0 | For |
| State Street | 117,914 | 0 | 0 | 0 | For |
| AdvisorShares Trust | 92,223 | 0 | 0 | 0 | For |
| BlackRock | 44,871 | 0 | 0 | 0 | For |
| Lincoln Financial | 20,522 | 0 | 0 | 0 | For |
| Tidal Trust I | 3,828 | 0 | 0 | 0 | For |
| Dimensional | 768 | 0 | 0 | 0 | For |
| John Hancock | 346 | 0 | 0 | 0 | For |
| Victory Capital | 1 | 0 | 0 | 0 | For |
Fund voting reports, all 12 managers: 2,859,512 for.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Roberts Wealth Advisors, LLC | 44,553 | 0 | 0 | 0 | For |
| MARCO INVESTMENT MANAGEMENT LLC | 2,257 | 0 | 0 | 0 | For |
| Keel Point, LLC | 1,031 | 0 | 0 | 0 | For |
Institutional-manager reports, all 3 managers: 47,841 for.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 1,122,863,166 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Amplify ETF Trust | 0.12% |
| 2 | Invesco | 0.05% |
| 3 | Fidelity | 0.04% |
| 4 | Vanguard | 0.02% |
| 5 | State Street | 0.01% |
| 6 | AdvisorShares Trust | <0.01% |
| 7 | BlackRock | <0.01% |
| 8 | Lincoln Financial | <0.01% |
| 9 | Tidal Trust I | <0.01% |
| 10 | Dimensional | <0.01% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Global X | 0.22% |
| 2 | Vanguard | 0.17% |
| 3 | BlackRock | 0.15% |
| 4 | State Street | 0.13% |
| 5 | UBS | 0.08% |
| 6 | Northern Trust | 0.06% |
| 7 | Invesco | 0.05% |
| 8 | Dimensional | 0.04% |
| 9 | iA Global Asset Management Inc. | 0.03% |
| 10 | REGENTS OF THE UNIVERSITY OF CALIFORNIA | 0.02% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Citadel Advisors | 0.14% | 13F |
| AQR Capital | 0.04% | 13F |
| Vanguard Group | 0.04% | 13F |
| BlackRock | 0.04% | 13F |
| Morgan Stanley | 0.03% | 13F |
| State Street | 0.02% | 13F |
| D.E. Shaw | 0.02% | 13F |
| Two Sigma | 0.02% | 13F |
| Goldman Sachs | 0.01% | 13F |
| Northern Trust | <0.01% | 13F |
Percentages above are of 1,122,863,166 shares outstanding, as reported by Tilray Brands, Inc. on its Form 10-Q dated October 7, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Tilray Brands, Inc.’s 10-Q dated October 7, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.
At Tilray Brands, Inc.'s shareholder meeting held November 18, 2025, in the 2025-2026 proxy season, 272 asset managers reported how they voted on 4 ballot items in their SEC Form N-PX filings, covering 407 separate fund positions. On the most widely held item on that ballot — Approval of the non-binding advisory resolution on the named executive officer compensation; — FOR was 70% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Tilray Brands, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on November 19, 2025.
Tilray Brands, Inc. proxy season coverage: 2023-2024 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.