Just when you thought the worst was over, somebody noticed that Tilray didn't adhere to the voting standard defined in their own charter (majority of authorized shares) when it increased the share count in 2023, and which it plans to do again at the upcoming AGM.
Delaware corporate law does allow a proposal to pass with a majority of the votes cast unless the charter specifies otherwise, as in Tilray's case, or when there is more than one class of shares.
It appears Tilray will need to amend their charter first, which requires another vote (majority of authorized shares). They will first need to create a class of multi-vote preferred shares again to pass that amendment, but then they would have two classes of shares. Only after the preferreds are rescinded would they be able to vote to increase the share count.
And then there is the small matter of whether the additional shares authorized in 2023 were legal and what will happen if they weren't?
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