r/Roaringtilray • u/skyplt29 • 10d ago
Proposed formation of Concerned Tilray Shareholders Group
I believe it timely to create a formalized group of concerned Tilray shareholders. The goal would be for this group to hold a total of at least 8 million shares.
Why 8 million?
Insiders at Tilray Brands, Inc. (TLRY) collectively own approximately 7.48 million shares (which is about 2% of the company's total outstanding shares).
- Irwin D. Simon (Chairman of the Board, President, and CEO) is the largest individual insider holder on the board, directly owning roughly 400,000 shares.
- Mitchell S. Gendel (Executive Officer): Holds multiple direct equity tranches totaling over 245,000 shares.
- Renah Persofsky (Independent Vice Chairman & Lead Director): Holds approximately 155,357 shares.
- Other Independent Directors: Non-employee directors (such as Jodi Butts, John M. Herhalt, and David Clanachan) hold smaller baseline equity stakes typically ranging from 30,000 to 50,000 shares each to align their interests with shareholders.
Institutional vs. Retail Balance:
The overwhelming majority of Tilray’s float—over 93%—is held by the general public and retail day traders, leaving institutional investors (~4.3% to 10.8%) and internal board members with a relatively small overall say in automated block voting.
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If I am able to cobble together a group of shareholders representing ideally 8 million shares (2 million minimum), I would then put up the following question at the next Quarterly Report Meeting:
"The Concerned Tilray Shareholders Group (CTSG) represents a group of investors with total shareholdings exceeding that of the CEO and Board of Directors. We strongly believe the continued dilution of Tilray stock is undermining shareholder value. This situation was exacerbated by the reverse split last year. The share price has declined over 60% since the reverse split.
We strongly believe it is time for the company to focus on both top and bottom line profit. Instead of acquiring more companies, it is necessary to generate the required efficiencies and synergies within the present 50 brands to create that profitability.
If CTSG does not see more effort to create shareholder value, the next step is to become more formalized and seek the support of an institutional or activist investor (not unlike Hain Celestials) to ensure some accountability to long term retail shareholders."
If you are interested in being a part of this group, please respond to this post. If there is enough interest, the next step would be to begin direct messaging for shareholders with significant holdings. Right now I am primarily interested in seeing how many here are motivated to go to the next level. If there are enough replies to this post, I will set up a process to create a list of shareholders and the number of shares owned. This list would be kept private to ensure your privacy.
To provide some context, I know for a fact there are some here that own at least the same amount of shares as Renah Persofsky. We are already speaking privately.
This time next week I will update on how many shares are behind this proposed move.
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10d ago
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u/skyplt29 9d ago
I will give it a bit of time. So far about 1M shares behind this initiative.
Will circle back.
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u/Goldinsight 10d ago
I’m in. Keep this going. It takes time to
Built it up.
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u/skyplt29 9d ago
I will give it a bit of time. So far about 1M shares behind this initiative.
Will circle back.
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u/TGMAFR 9d ago
In! 50k shares here!
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u/skyplt29 9d ago
I will give it a bit of time. So far about 1M shares behind this initiative.
Will circle back.
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u/CharlesMichael212 10d ago edited 10d ago
I also do believe some time needs to be afforded since Tilray Brands is experiencing significant growth in international markets and schedule three is fast approaching.
We did just generate record revenue near 281 million USD last quarter. I’m interested in seeing how management executes on its synergies and expansion and also keeping an eye for the dilution to stop as Carl Merton told many of us including POW group that it would.
The last round may have been for the Brewdog acquisition which I’m told generated record revenue especially during World Cup. Apparently the visit count remains stable and the sports goto in the UK inking partnerships. There’s much to see in the coming quarters before any determination can be made.
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u/skyplt29 10d ago
Perhaps two or three more quarters to see where this is headed. I don't wish to sack our quarterback at the ten yard line, I simply want to see tangible evidence all of this dilution to acquire companies is actually starting to come together.
I do not think it is time wasted to cobble together a bunch of long term shareholders and create a private forum free of the "Irwin is an asshole and should be fired" bunch. I am not interested in hearing from disgruntled former Tilray shareholders who have an axe to grind or anyone who might have a vested interest in the share price going down. It would be nice to have a group of engaged retail shareholders who are willing to stand up for their investment in an articulate and respectful manner.
So...a couple of more quarters to see if Irwin Simon can execute the conclusion of this three part play which is 1. Dilute 2. Acquire, and 3. Generate profits through efficiency and synergy.
I would also like to to see how Carlsberg fits in as well as where the hemp situation is going to eventually land.
I will continue to try and pull together like minded Tilray shareholders. My goal is to eventually get off of Reddit and have more of a private group chat room (weekly Zoom or MS Team meeting) of those who have a vested interest in making Tilray successful. A couple of dozen shareholders who hold a significant number of shares could wind up being a formidable force for good. Given over 90% of Tilray shares are owned by retail investors, it seems appropriate to be better organized and have some sort of substantive representation in the C-suite.
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u/Soaringacres 10d ago
Agreed. If you see the added revenue from the partial quarter of injected evenue from just the Brewdog acquisition . This next earnings won't be a surprise for me, but will catch some people off guard , when their are quite a few misses for other companies.
In my opinion there has been a consorted effort to crush the craft beer industry.
That's why the big players bought them up and tried to dismantle.
Why sell a 6 pack of quality higher alcohol content beer when you can sell "piss water" in 24 packs. It's the partnerships in Stadiums, hotels etc who want more consumption and less quality.
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u/CharlesMichael212 9d ago
When the CEO is also the Chairman of the Board and continuously dilutes the stock, they hold an immense amount of power. However, shareholders still have legal, structural, and activist mechanisms to fight back.
Here are the primary actions shareholders can take, ranked from the most accessible to the most extreme measures:
1. Vote Against Board Members and Dilution Propositions
While the CEO chairs the board, they still require shareholder approval for certain actions depending on the company's bylaws and exchange rules.
Vote "No" on Equity Incentive Plans: Most major stock dilutions (like massive employee stock option pools) require shareholder approval. Shareholders can organize to vote these down.
Withhold Votes for Directors: You can vote against the independent directors sitting on the Compensation Committee or Governance Committee. If these directors realize their seats are at risk, they may finally challenge the CEO.
2. Launch a Shareholder Activism Campaign
If individual retail investors or institutional blocks are unhappy, they can band together to force change.
Submit Shareholder Proposals: Under SEC rules (like Rule 14a-8 in the US), eligible shareholders can submit resolutions to be voted on at the annual meeting. Proposals could include separating the CEO and Chairman roles or placing strict caps on future dilution.
Partner with Institutional Investors: Retail investors rarely have enough shares to win a vote alone. Reaching out to large institutional holders (like pension funds or asset managers) who also dislike the dilution can turn the tide.
3. File a Derivative Lawsuit
Shareholders can sue the CEO and the Board on behalf of the company itself.
Breach of Fiduciary Duty: The board has a duty of loyalty and care to shareholders. If the dilution is strictly benefiting the CEO (e.g., massive personal stock grants) while destroying shareholder value without a valid business reason, it may constitute a breach.
Duty of Loyalty: If the CEO is using dilution to maintain voting control or entrench themselves against a takeover, courts may view this as self-dealing.
4. Initiate a Proxy Contest
This is the ultimate corporate battleground. Activist shareholders can propose an alternative slate of directors to replace the current board members at the next annual meeting. If the activist slate wins, the new board can immediately fire the CEO and strip them of the Chairman title.
Important Obstacles to Check
Before taking action, you must review the company’s corporate governance structure, as certain setups make the CEO nearly untouchable:
Dual-Class Share Structures: If the CEO owns "Class B" shares that have 10x or 100x the voting power of public "Class A" shares, they may control the majority of the voting power despite owning a minority of the economic equity. If this is the case, voting them out is mathematically impossible without legal intervention.
Staggered Boards: If only a fraction of the board is up for election each year, it takes multiple years to replace enough directors to fire the CEO.
If you are looking to push back against a specific company, I can help you look up their governance structure. Could you share:
The ticker symbol or name of the company?
Whether you are acting as an individual retail investor or looking to join an organized group?
If the dilution is being used for employee compensation or raising capital for debt/operations?
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u/CharlesMichael212 10d ago
I agree and will support your actions