UNITED STATE

STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

May 15, 201913, 2020

Dear Shareholder:

On behalf of the Board and management, we wishIn normal circumstances, I would be sending this letter to extendyou as an invitation to you topersonally attend our 20192020 annual and special shareholder meeting to be held on Thursday,Tuesday, June 20, 201923, 2020 at our principal executive offices located at Unit 100 – 740 McCurdy Road, Kelowna, BC V1X 2P7.

However, these are certainly not normal circumstances and in an effort to ensure the safety of our shareholders and management, we are instead limiting in person attendance to our executives and encouraging you to vote by proxy and to virtually attend our shareholder meeting by way of joining our event conferencing session via the following number: for Toronto residents (416) 764-8658 or toll-free at 1-888-886-7786. Please note that you will not be able to vote on the proposals contained in the attached proxy circular at the event conferencing session.

The meeting will begin promptly at 1:00 p.m. PST.

In order to facilitate clear communications, all participants will be placed in lecture mode and will have their microphones muted. We encourage you to email any questions that you may have regarding the proposals to the Company in advance of the meeting. Please provide your questions to our Head of Legal, Vanessa Carle at vcarle@lexariabioscience.com as we will only be answering questions that are submitted in advance and a maximum of two (2) questions per proposal during the Meeting. When we come to each proposal that requires a vote, we will have the moderator provide instructions on the process for asking questions for the purposes of discussion on the proposal. YOU WILL NOT BE ABLE TO VOTE ON THE PROPOSALS AT THE MEETING.

In addition to the matters described in the Notice of Annual and Special Meeting of Shareholders and the Proxy Statement, we will be opening the floor for questions from the shareholdersconducting a question and answer session after the termination of the meeting (the “Q & A Session”). The Q & A Session will entail the Chief Executive Officer answering questions that were submitted in advance of the Meeting, it should be noted that no new questions will be taken from attendees during the Q & A session. In order to ensure that we are able to address as many general questions as possible, we encourage you to forward your questions in advance of the meeting by emailing our Head of Legal, Vanessa Carle at vcarle@lexariabioscience.com who will then ensure that they are answered at the end of the meeting.

The members of the Board and management hope that you will be able to attend the meeting in person, but if that is not possible please ensure that you voteand your shares either by telephone, internet or mail so that your shares will be represented at the meeting.loved ones are staying healthy and safe.

Sincerely,

“Christopher Bunka”

Christopher Bunka

Chief Executive Officer & Chairman

LEXARIABIOSCIENCE CORP.

100 – 740 McCurdy Road

Kelowna, BC, Canada V1X 2P7

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 20, 201923, 2020

NOTICE IS HEREBY GIVEN that Lexaria Bioscience Corp., a Nevada corporation (“Lexaria”, “Company”, “we”"we", “us”"us", or “our”"our"), will hold an annual and special meeting of shareholders (the “Meeting”"Meeting") via Event Conferencing whereby the Chief Executive Officer of the Company will conduct the formal business of the meeting from the Company’s head office located at Unit 100 – 740 McCurdy Road, Kelowna, BC, Canada, V1X 2P7, being the mailing and delivery address of our principal executive office, at 1:00 p.m., local time, on Thursday,Tuesday, June 20, 2019 23, 2020 for the following purposes:

1.	to elect John Docherty, Christopher Bunka, William (Ted) McKechnie, and Nicholas Baxter and Brian Quigley as Directors to serve our Company for the ensuing year or until their successors are elected;
2.	to ratify the appointment of Davidson & Company LLP as our independent registered public accounting firm for the fiscal year ending August 31, 20192020 and to allow Directors to set the remuneration;
3.	to approve a reverse stock split of the Company’s issued and outstanding common stock, but not of its authorized share capital, on the basis of a non-binding, advisory basis,ratio range from 1-for-2 to 1-for-30, to be determined, at the compensationdiscretion of our named executive officersthe board of directors, for the 2019 fiscal year;purposes of meeting or exceeding the NASDAQ, NYSE AMEX or other senior US stock exchange (in either case the “Senior Exchange”) listing requirements for a $4.00 initial bid price, or to not be effected at all as determined by the board of directors;
4.	to approve, onsubject to the Company seeking a non-binding, advisory basis,Senior Exchange listing, an amendment to the frequencyCompany’s Bylaws to increase the quorum needed to hold a meeting of future advisory votes onshareholders from 10% of the compensationissued and outstanding voting common stock of our named executive officers;the Company to 33 1/3% of the issued and outstanding voting common stock of the Company;
5.	to ratify and approve all acts of the new Lexaria Bioscience Corp. Equity Incentive Plan as more particularly set out indirectors, lawfully made, since the proxy statement; andlast shareholders’ meeting;
6.	to transact such other business as may properly come before the Meeting or any adjournment of postponement thereof.

These items of business are more fully described in the proxy statement accompanying this notice which were first sent or given to our shareholders on or about May 22, 2019.

Our Board of Directors has fixed the close of business on May 3, 201913, 2020 as the record date (the “Record Date”) for the determination of the shareholders entitled to notice of, and to vote at, the Meeting or any adjournment thereof. Only the shareholders of record on the Record Date are entitled to vote at the Meeting.

Whether or not you plan on attendingparticipating in the Meeting via Event Conferencing, we ask that you vote by proxy by following instructions provided in the enclosedyour proxy card as promptly as possible. If your shares are held of record by a broker, bank, or other nominee, please follow the voting instruction sent to you by your broker, bank, or other nominee in order to vote your shares.

Even if you have voted by proxy, you may still vote in person if you attend the Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the Meeting, you must obtain a valid proxy issued in your name from that record holder.UNFORTUNATELY EVENT CONFERENCING ATTENDEES WILL NOT BE ABLE TO VOTE FOR OR AGAINST THE PROPOSALS AT THE MEETING SO PLEASE ENSURE THAT YOU HAVE COMPLETED AND DELIVERED YOUR PROXY OR THAT YOU HAVE INSTRUCTED YOUR BROKER, BANK OR OTHER NOMINEE TO DO SO ON YOUR BEHALF.

Sincerely,

By Order of the Board of Directors

Per:	Christopher Bunka
	Christopher Bunka
	Per:Christopher Bunka                                               Christopher Bunka Chief Executive Officer

Date:       May 15, 201913, 2020

TABLE OF CONTENTS

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS	1	I
PROXY STATEMENT	1	1
QUESTIONS AND ANSWERS ABOUT THE MEETING OF SHAREHOLDERS		1
Why am I receiving these materials?		1
What is included in these materials?		1
What items will be voted at the Meeting?		1
Who can vote at the Meeting?		2
How many votes do I have?		2
How can you Vote?	2	2
ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES		3
Quorum		4
Dissenting Shareholder Rights		4
How do I vote my shares?		4
What is the difference between a shareholder of record and a “street name” holder?		4
What does it mean if I receive more than one proxy card?		5
		4
What vote is required for the election of Directors or for the approval of a proposal?		5
		4
Counting of Votes		5
Can I change my vote after submitting my proxy?		5
How can I attend the Event Conferencing Meeting?		5
Who pays for the cost of proxy preparation and solicitation?		6
		5
Voting Securities and Principal Holders Thereof		6
		5
Security Ownership of Certain Beneficial Owners and Management	6	6
DIRECTOR NOMINEES		7
Business Experience		7
Executive Officers		9
Family Relationships		9
Involvement in Certain Legal Proceedings		9
Corporate Governance		10
Committees of the Board of Directors	11
	11

i

AUDIT COMMITTEE REPORT		12
Director Independence		12
Shareholder Communications with Our Board of Directors		12
Board Leadership Structure		12
		13

ii

ii

LEXARIA BIOSCIENCE CORP.

100 – 740 McCurdy Road

Kelowna, BC, Canada V1X 2P7

Telephone: (250) 765-6424

PROXY STATEMENT

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 20, 201923, 2020

QUESTIONS AND ANSWERS ABOUT THE MEETING OF SHAREHOLDERS

Why am I receiving these materials?

The Board of Directors of Lexaria Bioscience Corp. (“Lexaria”, “we”, “us” or “our”) is soliciting proxies for use at the Annual and Special Meeting of Shareholders to be held at Unit 100 – 740 McCurdy Road, Kelowna, BC, Canada,via Event Conferencing by way of calling: for Toronto residents (416) 764-8658; and for all others 1-888-886-7786, at 1:00 p.m., local time, on Thursday,Tuesday, June 20, 201923, 2020 or at any adjournment of the Annual and Special Meeting (the “"Meeting”").

What is included in these materials?

These materials include:

And such documents are expected to be delivered to Lexaria’s shareholders on or about May 25, 2020.

Important Notice Regarding the Availability of Proxy Materials

for the Meeting to be Held on June 20, 201923, 2020

The above materials are also available at www.lexariabioscience.com.

The Annual Report on Form 10-K accompanies this proxy statement, but do not constitute a part of the proxy soliciting material. Lexaria undertakes to provide a copy of the Annual Report, without change, to any shareholder who requests a copy of same by emailing our office manager,Non-Executive Vice-President, Kristin Hamilton at khamilton@lexariabioscience.com.

What items will be voted at the Meeting?

Our shareholders will vote:

1.	to elect John Docherty, Christopher Bunka, Ted McKechnie, and Nicholas Baxter and Brian Quigley as Directors to serve our Company for the ensuing year and until their successors are elected;
2.	to ratify the appointment of Davidson & Company LLP as our independent registered public accounting firm for the fiscal year ending August 31, 20192020 and to allow Directors to set the remuneration;
3.	to approve, subject to the Company seeking a NASDAQ, NYSE AMEX or other senior US stock exchange (in either case a “Senior Exchange”) listing a reverse stock split of Lexaria’s issued and outstanding share capital on the basis of a non-binding, advisory basisratio range between 2 current shares for 1 post reverse stock split share and 30 current shares for 1 post reverse stock split share, as determined by the compensationdirectors or to not be effected, as determined by the directors;

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We urge you to carefully read and consider the information contained in this proxy statement. We request that you cast your vote on each of the proposals described in this proxy statement. You are invited to attendAs noted, attendance at the Meeting but you do not need to attendwill be by Event Conferencing and accordingly, only votes from validly completed and delivered proxies will be counted. Please follow the Meeting in person to vote your shares. Even if you do not plan to attend the Meeting, please vote by proxy by following instructions provided in the proxy card.card sent to you.

Our Board recommends that you vote “FOR” the matters noted under items 1 – 3 and item 5 and that you vote in favour of a three-year review of the executive compensation as noted under item 4.5.

Who can vote at the Meeting?

Our Board of Directors has fixed the close of business on May 13, 20192020 as the Record Date for the determination of the shareholders entitled to notice of, and to vote at, the Meeting or any adjournment. If you were a shareholder of record on the Record Date, you are entitled to vote at the Meeting.

As of the Record Date, 78,387,13489,587,090 shares of our common stock were issued and outstanding and no other voting securities were issued and outstanding. Therefore, a total of 78,387,13489,587,090 votes are entitled to be cast at the Meeting.

How many votes do I have?

On each proposal to be voted upon, you have one vote for each share of our common shares that you owned on the Record Date. There is no cumulative voting.

How can you Vote?

Common shares cannot be voted at our Meeting unless the holder of record is present in person or is represented byhas completed a proxy. A shareholderDue to the exceptional circumstances resulting from the Coronavirus the Company has thedetermined that its shareholders’ right to attend our Meeting shall be satisfied by way of attendance via Event Conferencing at the time and placeby dialing into the number as set forth in the Notice of Meeting and to voteby voting their securities directly atby way of completing and delivering a proxy. We are encouraging our shareholders to appoint the meeting. In the alternative, a shareholder may appoint a personnominees noted in our proxy, namely Chris Bunka, our Chief Executive Officer, or Allan Spissinger, our Chief Financial Officer or John Docherty, our President, to represent such shareholder at our Meeting by completing the enclosed Form of Proxy, which authorizes asuch person other than the holder of record to vote on behalf of the shareholder in the manner prescribed by the shareholder, and returning it to our transfer agent, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1. All shareholders are urged to complete, sign, date and promptly return the proxy by mail in the enclosed postage-paid envelope, or by fax. If you do not wish to vote in persontelephone or if you will not be attending the Meeting, youinternet, as applicable. You may vote byyour proxy by mail, by telephone or via the Internet by following instructions provided in the proxy card.

Valid proxies will be voted at our Meeting and at any postponements or adjournments thereof as you direct in the proxy, provided that they are received by our transfer agent at least 2448 hours (excluding Saturdays, Sundays and statutory holidays) prior to the scheduled time of the meeting, or any adjournment thereof, or deposited with the Chair of the meeting on the day of the meeting or any adjournment thereof prior to the time of voting.

The common shares represented by the proxy will be voted, or withheld from voting, as directed in the proxy. If no direction is given and the proxy is validly executed, the proxy will be voted: (1) FOR the election of the nominees for our Board of Directors; (2) FOR the approval and ratification of the continued appointment of Davidson & Company LLP as our company’sCompany’s auditors for the 20192020 fiscal year and the approval to allow the Directors to set the remuneration; (3) FOR the approval, of a reverse stock split on a non-binding advisorythe basis of a ratio of between 2 current shares for 1 post reverse stock split share and 30 current shares for 1 post reverse stock split share, as determined by the compensation of our named executive officers;directors or as determined not to be effected by the directors, subject to seeking a Senior Exchange listing; (4) FOR the approval onof an amendment to the Company’s Bylaws, subject to seeking a non-binding advisory basis,Senior Exchange listing, to change the quorum for holding shareholder meetings (5) FOR ratification and approval of all lawful acts of the frequency for approving compensation of our named executive officers to be made every three years; and (5) FOR the approval of the Lexaria Bioscience Corp. Equity Incentive Plan.directors. If any other matters properly come before our Meeting, the persons authorized under the proxies will vote upon such other matters in accordance with their best judgment, pursuant to the discretionary authority conferred by the proxy.

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ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES

THE INFORMATION SET FORTH IN THIS SECTION IS OF SIGNIFICANT IMPORTANCE TO MANY SHAREHOLDERS OF OUR COMPANY, AS A SUBSTANTIAL NUMBER OF SHAREHOLDERS DO NOT HOLD SHARES IN THEIR OWN NAME.

Shareholders who do not hold their shares in their own name (referred to in this Proxy Statement as “beneficial shareholders”) should note that only proxies deposited by shareholders whose name appears on the records of our Company as the registered holders of common shares can be recognized and acted upon at our Meeting. If common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those common shares will not be registered in the shareholder’sshareholder's name on the records of our company.Company. Such common shares will more likely be registered under the names of the shareholder’sshareholder's broker or an agent of that broker. In the United States, the vast majority of such shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depository for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee and custodian for many Canadian brokerage firms). Beneficial shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person, as without specific instructions, brokers/nominees are prohibited from voting shares for their clients.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from beneficial shareholders in advance of shareholders’shareholders' meetings, unless the beneficial shareholders have waived the right to receive meeting materials. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by beneficial shareholders in order to ensure that their common shares are voted at our Meeting. The Form of Proxy supplied to a beneficial shareholder by its broker (or the agent of the broker) is similar to the Form of Proxy provided to registered shareholders by our company.Company. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the beneficial shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically applies a special sticker to proxy forms, mails those forms to the beneficial shareholders and the beneficial shareholders return the proxy forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at our Meeting. A beneficial shareholder receiving a Broadridge proxy cannot use that proxy to vote common shares directly at our Meeting - the proxy must be returned to Broadridge well in advance of our Meeting in order to have the common shares voted.

Although a beneficial shareholder may not be recognized directly at our Meeting for the purposes of voting common shares registered in the name of his broker (or agent of the broker), a beneficial shareholder may attend at our Meeting as proxyholder for the registered shareholder and vote the common shares in that capacity. Beneficial shareholders who wish to attend at our Meeting and indirectly vote their common shares as proxyholder for the registered shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent), well in advance of our Meeting.

Alternatively, a beneficial shareholder may request in writing that his broker send to the beneficial shareholder a legal proxy which would enable the beneficial shareholder to attend at our Meeting and vote his common shares.

There are two kinds of beneficial owners – those who object to their name being made known by the Company (called OBOs for Objecting Beneficial Owners) and those who do not object to the Company knowing who they are (called NOBOs for Non-Objecting Beneficial Owners). Pursuant to National Instrument 54-101, Canadian reporting issuers can obtain a list of their NOBOs from intermediaries for distribution of proxy-related materials directly to NOBOs.

Quorum

A quorum of shareholders is necessary to take action at our Meeting. TheCurrently, the holders of at least 10% of our issued shares entitled to vote as at the Record Date, present in person or by proxy, shall constitute a quorum for the transaction of business at our Meeting. However, if a quorum is not present, then the holders of a majority of the common shares of our Company who are present at the Meeting, in person or by proxy, may adjourn such meeting from time to time until holders of a majority of the shares of the capital stock shall attend. At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting. Broker non-votes occur when a nominee holding common shares for a beneficial owner of those common shares has not received voting instructions from the beneficial owner with respect to a particular matter and such nominee does not possess or choose to exercise discretionary authority with respect thereto. Broker non-votes and abstentions will be included in the determination of the number of common shares present at our Meeting for quorum purposes but will not be counted as votes cast on any matter presented at our Meeting.

YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE ASKED TO MARK, DATE, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY WHETHER OR NOT YOU PLAN TO ATTEND OUR MEETING. IF YOU PLAN TO ATTEND OUR MEETING TO VOTE IN PERSON AND YOUR SHARES ARE REGISTERED WITH OUR TRANSFER AGENT IN THE NAME OF A BROKER OR BANK, YOU MUST SECURE A PROXY FROM THE BROKER OR BANK ASSIGNING VOTING RIGHTS TO YOU FOR YOUR COMMON SHARES.VIA EVENT CONFERENCING.

Dissenting Shareholder Rights

Dissenting shareholders have no appraisal rights under Nevada law or under our Articles of Incorporation or bylaws in connection with the matters to be voted on at the Meeting.

How do I vote my shares?

IfDue to the unique circumstances of this year’s Meeting, if you are a shareholder of record, you may only vote in person at the Meeting oryour shares by proxy. Proxies may be voted by mail, by telephone or via the Internet following instructions provided in the proxy card.

	·	To vote in person, come to the Meeting, and you may vote by a show of hand or, if necessary, we will give you a ballot for any matters voted by way of a ballot.
	·	If you do not wish to vote in person or if you will not be attending the Meeting, you may vote by proxy by mail, by telephone or via the Internet following instructions provided in the proxy card.

 

If you hold your shares in “street name” and:you must vote your shares in the manner prescribed by your broker, bank or other nominee. Your broker, bank or other nominee should have enclosed or otherwise provided a voting instruction card for you to use in directing the broker, bank or nominee how to vote your shares.

In all cases please ensure that the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof at which the proxy is to be used.

What is the difference between a shareholder of record and a “street name” holder?

If your shares are registered directly in your name with our transfer agent, Computershare Investor Services Inc., then you are a shareholder of record with respect to those shares.

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If your shares are held in a stock brokerage account or by a bank, or other nominee, then the broker, bank, or other nominee is the shareholder of record with respect to those shares. However, you are still the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the broker, bank, or other nominee how to vote their shares. Street name holders are also invited to attend the Meeting.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means that you hold shares registered in more than one name or in different accounts. To ensure that all of your shares are voted, please vote by proxy by following instructions provided in each proxy card. If some of your shares are held in “street name,” you should have received voting instructions with these materials from your broker, bank or other nominee. Please follow the voting instructions provided to ensure that your vote is counted.

What vote is required for the election of Directors or for the approval of a proposal?

The vote of a majority of our sharesstock held by shareholders present in person or represented by proxy and entitled to vote at the Meeting will be sufficient to elect Directors or to approve a proposal.

For the election of Directors, the nominees who receive more “For” votes than the combined “Against” votes and votes that are abstained, will be elected as Directors. There is no cumulative voting in the election of Directors.

Counting of Votes

All votes will be tabulated by the inspector of election appointed for the Meeting, who will separately tabulate affirmative and negative votes and abstentions. Shares represented by proxies that reflect abstentions as to a particular proposal will be counted as present and entitled to vote for purposes of determining a quorum. An abstention is counted as a vote against that proposal. Shares represented by proxies that reflect aan abstention or broker “non-vote”"non-vote" will be counted as present and entitled to vote for purposes of determining a quorum. AAn abstention or broker “non-vote”"non-vote" will be treated as not-voted for purposes of determining approval of a proposal and will not be counted as “for”"for" or “against”"against" that proposal. A broker “non-vote”"non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary authority or does not have instructions from the beneficial owner.

Can I change my vote after submitting my proxy?

Yes. You may revoke your proxy and change your vote at any time before the final vote at the Meeting. If you are a shareholder of record, you may vote again on a later date via the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Meeting will be counted), or by signing and returning a new proxy card with a later date, or by attending the Meeting and voting in person. Your attendance at the Meeting will not automatically revoke your proxy unless you vote again at the Meeting or specifically request in writing that your prior proxy be revoked.date. You may also request that your prior proxy be revoked by delivering to our company,Company, at the address on the Notice of Meeting, Attention: President, a written notice of revocation prior to the Meeting being held at the offices of Lexaria.

If you hold your shares in street name, you will need to follow the voting instructions provided by your broker, bank or other nominee regarding how to revoke or change your vote.

How can I attend the Event Conferencing Meeting?

You may call us at 250-765-6424(416) 764-8658 if you wantlive in Toronto, Ontario, otherwise you can call toll-free at 1-888-886-7786 if you wish to obtain directionsparticipate in the Event Conferencing Meeting to be able to attendhear the business of the Meeting and vote in person.to listen to the question and answer session. A limited amount of questions will be allowed to be submitted on the proposals to be voted on during the Meeting.

You maywill be asked to present valid picture identification, such as a driver’s license or passport, before being admitted toprovide your name, and if different, the Meeting. If you holdname that your shares in street name,are registered under as well as an email address, should we need to follow up with you will also need proof of ownership to be admitted to the Meeting. A recent brokerage statement or letter from your broker, bank or other nominee is an example of proof of ownership.regarding any unanswered questions.

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Who pays for the cost of proxy preparation and solicitation?

We will pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokers, banks or other nominees for forwarding proxy materials to street name holders.

We are soliciting proxies primarily by mail. In addition, our Directors, officers and regular employees may solicit proxies by telephone, facsimile, mail, other means of communication or personally. These individuals will receive no additional compensation for such services. We will ask brokers, banks, and other nominees to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. We will reimburse them for their reasonable charges and expenses, however we will not be paying for delivery to OBOs.

Voting Securities and Principal Holders Thereof

We are authorized to issue 220,000,000 common shares with full voting rights and a par value of $0.001.$0.001 per share. As of the Record Date a total of 78,387,13489,587,090 common shares were issued and outstanding. Each share of common stock carries the right to one vote at the Meeting.

Only registered shareholders as of the Record Date are entitled to receive notice of, and to attend and vote at, the Meeting or any adjournment or postponement of the Meeting.

To the best of our knowledge, no person or company beneficially owns, directly or indirectly, or exercises control or direction over, common shares carrying more than 10% of the voting rights attached to the outstanding Common Shares of our Company other than set forth in the section “Security Ownership of Certain Beneficial Owners and Management” below.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the Record Date, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current Directors and executive officers as a group. Each person has sole voting and investment power with respect to the common shares, except as otherwise indicated. Beneficial ownership consists of a direct interest in the common shares, except as otherwise indicated.

Name, Address & Position of Beneficial Owner(1)(2)	Amount and Nature of Beneficial Ownership	Percentage of Class(3)
Christopher Bunka CEO, Chairman & Director	13,908,14814,308,148(4)	17.46%15.8%
John Docherty President and Director	2,872,250(8)(5)	3.6%3.2%
Allan Spissinger Chief Financial Officer	769,166(5)(6)	*
Nicholas Baxter Independent Director	330,000480,000(6)(7)	*
Ted McKechnie Independent Director	395,738545,738(7) (8)	*
Brian Quigley Independent Director	100,000 (9)	*
Directors and Executive Officers as a Group	18,275,30219,075,302	22.5%20.5%

* denotes a holding of less than 1%

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Notes:

	1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of common shares actually outstanding on the Record Date.
	2)	the address for these persons is c/o Lexaria Bioscience Corp., 100 – 740 McCurdy Road, Kelowna, BC V1X 2P7
	3)	Percentage of ownership is based on 78,387,13489,587,090 common shares issued and outstanding as of the Record Date.Date on a diluted basis. Except as otherwise indicated, we believe that the beneficial owners of the common sharesstock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares.
	4)	Includes 6,081,8446,281,844 shares held in the name of C.A.B. Financial Services and 7,126,304 shares held directly by Christopher Bunka. Includes 700,000 options held in the name of Christopher Bunka all of which are exercisable within 60 days of the Record Date.
	5)	Includes 650,000 optionsDate and 200,000 warrants held in the name of C.A.B. Financial Services all of which are exercisable within 60 days of the Record Date.
	6)	Includes 110,000 options which are exercisable within 60 days of the Record Date.
	7)	Includes 110,000 options which are exercisable within 60 days of the Record Date.
5)	8)	Includes 1,622,250 shares held in the name of Docherty Management Ltd. and 1,250,000 options held in the name of John Docherty which are exercisable within 60 days of the Record Date.
	6)	Includes 650,000 options which are exercisable within 60 days of the Record Date.
	7)	Includes 150,000 options which are exercisable within 60 days of the Record Date.
	8)	Includes 260,000 options which are exercisable within 60 days of the Record Date.
	9)	Includes 100,000 options which are exercisable within 60 days of the Record Date.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.Company.

DIRECTOR NOMINEES

The following information pertains to our Director Nominees for the purposes of voting on Proposal 1 located at page 20 and includes the name, age, positions held, length of time serving as a director of Lexaria and business experience of each nominee:

Business Experience

The following is a brief account of the education and business experience of the nominees during at least the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed.

Christopher Bunka

Mr. Bunka dedicates all of his professional time to our Company and its subsidiaries and has served as Lexaria’s director, chairman, president and chief executive officer since October 26, 2006. Mr. Bunka resigned as President on April 15, 2015. From February 14, 2007 until May 12, 2009 and from April 29, 2016 to May 31, 2017 he was the acting chief financial officer of our Company. Since October 26, 2006 Mr. Bunka has successfully completed both equity and debt financings for our Company, completed the acquisition of additional oil & gas assets, disposed of other oil & gas assets, and restructured our company.Company. In 2014 Mr. Bunka refocused our Company from one engaged in exploration for oil and natural gas within Canada and the United States to our current business activities in the bioscience industry, namely the research and development of the delivery of lipophilic active molecules based on our patented technology. Mr. Bunka is a named inventor on certain of our pending patent applications.

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Since 1988, Mr. Bunka has been the CEO of CABC.A.B. Financial Services Ltd., a private holding company located in Kelowna, Canada. CABC.A.B. Financial Services Ltd. is not an affiliate or subsidiary of the Company. He is a venture capitalist, corporate consultant and has roughly thirty years experience in executive management.

Mr. Bunka was formerly Chairman/CEO of Enertopia Corp, (symbol ENRT-OTC) but resigned in 2013. Mr. Bunka was formerly a director of Defiance Capital Corp., (symbol DEF-TSXV) a Canadian resource company but resigned in 2014.

John Docherty

Mr. Docherty dedicates all of his professional time to our Company and its subsidiaries serving as President of Lexaria effectivesince April 15, 2015 and as a director of Lexaria since April 29, 2016. Prior to Lexaria, Mr. Docherty was former President and Chief Operating Officer of Helix BioPharma Corp. (TSX: HBP), where he led the company’s pharmaceutical development programs for its plant and recombinantly derived therapeutic protein product candidates. Mr. Docherty is a senior operations and management executive with over 20 years experience in the pharmaceutical and biopharmaceutical sectors. He has worked with large multinational companies and emerging, private and publicly held start-ups. At Helix, Mr. Docherty was also instrumental in the areas of investor/stakeholder relations, capital raising, capital markets development, strategic partnering, regulatory authority interactions and media relations, and he also served as a management member of its board of directors. Prior to this, Mr. Docherty was President and a board member of PharmaDerm Laboratories Ltd., a Canadian drug delivery company that developed unique microencapsulation formulation technologies for use with a range of active compounds.

Mr. Docherty has also held positions with companies such as Astra Pharma Inc., Nu-Pharm Inc. and PriceWaterhouseCoopers’ former global pharmaceutical industry consulting practice. He is a named inventor on issued and pending patents, including ones owned by the Company, and he has a M.Sc. in pharmacology and a B.Sc. in Toxicology from the University of Toronto.

None of the companies that previously employed Mr. Docherty, are subsidiaries or affiliates of Lexaria.

Nicholas Baxter

Mr. Baxter has been in the oil & gas business for over 30 years having received a Bachelor of Science (Honors) from the University of Liverpool in 1975. Mr. Baxter has broad international experience working on projects in the U.K., Europe, the former Soviet Union, Central Asia, Africa, and the Middle East. From 1981 to 1985, Mr. Baxter worked for Resource Technology plc, a geophysical equipment and services company that went public on the London USM in 1983 and graduated to the London Stock Exchange in 1984. In 1985, Mr. Baxter co-founded Addison & Baxter Limited which was subsequently acquired by the A&B Geoscience Corporation (ABG) in 1992. Mr. Baxter served as the Chief Operating Officer and a director of ABG, a TSX Venture Exchange listed company, from 1992 to 2002, and under his guidance, secured the first onshore oil production sharing agreement in Azerbaijan in 1998. ABG became controlled by a private Swiss oil trading firm in 2002. Mr. Baxter worked as an independent upstream oil and gas consultant from 2002 to 2004. He formed Eurasia Energy Ltd. in 2005, a company listed on the OTC pink sheets, where he is currently President and Chief Executive Officer. Mr. Baxter was appointed as a director of Jericho Oil Corporation, a TSX Venture Exchange listed company, in September 2011. Neither Jericho Oil Corporation nor Eurasia Energy Ltd. are subsidiaries or affiliates of Lexaria.

Ted McKechnie

An entrepreneurial executive with extensive board and senior management experience in the consumer goods industry with a proven track record for achieving corporate financial and growth objectives. He is the former President and COO of Maple Leaf Foods, which in 2014 had revenue of over CDN $3.1 billion dollars. Mr. McKechnie also has held executive positions with Kraft, Frito Lay, General Foods, PepsiCo, and Philip Morris Companies. Currently, he is the Founder of Advanced Technology for Food Manufacturing and the President of William Davies Consulting Inc., a company that specializes in valued added advisory services to the food and beverage industry. William Davies Consulting Inc. is not a subsidiary or an affiliate of Lexaria. Mr. McKechnie is an energetic leader experienced in building teams in marketing, sales and supply chain management. Ted is the recipient of the Philip Morris Chairman’s Award for “recognition of extraordinary contributions having a significant and lasting impact on the Corporation”.

Brian Quigley

Mr. Quigley is a 20-year Consumer Packaged Goods veteran of managing complex regulatory environments including for novel and innovative nicotine products, with additional deep experience with operations and marketing.

Mr. Quigley spent 16 years at Altria Group, with 7 of those years spent as President and Chief Executive Officer for U.S. Smokeless Tobacco and Nu-Mark, Altria's innovation company. In this capacity he spearheaded harm reduction strategies and worked to deliver results by creating change in the tobacco business in North America. Mr. Quigley has launched dozens of new products, created consumer-focused innovation strategies, and built businesses and cultures that deliver results.

Mr. Quigley formed Green Sky Strategy, LLC with other cannabis community leaders following four years of investing and strategic advisory roles to create the first cannabis strategy team that combines deep cannabis industry and consumer experience with proven Fortune 500 strategic thinking. A graduate of the University of New Hampshire, Mr. Quigley serves on the board of the Science Museum of Virginia Foundation and on the board of trustees of the Virginia Foundation for Independent Colleges.

Mr. Quigley also acts as an independent director of MustGrow Biologics Corp., a Canadian incorporated company listed on the Canadian Securities Exchange. MustGrow Biologics Corp. is not a subsidiary or an affiliate of Lexaria.

Executive Officers

Our executive officers are appointed by our Board of Directors and serve at the pleasure of our Board of Directors.

The names of our executive officers, their ages, positions held, and durations of are as follows:

Allan Spissinger

Allan was involved in the information technologies (IT) sector for more than 10 years working on corporate IT infrastructure and software development projects before focusing on finance and accounting. Allan joined the audit and assurance practice of PricewaterhouseCoopers (PwC) obtaining his Chartered Professional Accountant (CPA) designation by working primarily in the public company space on financial reporting and Sarbanes-Oxley (SOX) compliance in sectors including resources, manufacturing and technologies. Allan managed private businesses for 20 years before joining Lexaria in September 2014 as its corporate controller and is intimately familiar with its operations, procedures and controls.

For information regarding Messrs. Bunka and Docherty, see “Nominees”“Director Nominees” beginning on page 8.7.

Family Relationships

There are no family relationships between any director or executive officer.

Involvement in Certain Legal Proceedings

We know of no material proceedings in which any of our Directors, officers, affiliates or any shareholder of more than 5% of any class of our voting securities, or any associate thereof is a party adverse or has a material interest adverse to Lexaria or its subsidiaries.

To the best of our knowledge, none of our Directors or executive officers has, during the past ten years:

1.	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
2.	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
3.	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

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4.	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5.	been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
6.	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934 (the “Exchange Act”) (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Corporate Governance

Public Availability of Corporate Governance Documents

Our key corporate governance document is our Code of Ethics which is:

	·	available in print to any shareholder who requests it from our President; and
	·	filed on EDGAR as an exhibit to our Registration Statement filed on Form SB-2 on September 20, 2007.

Code of Ethics

We adopted a Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, which is a “code"code of ethics”ethics" as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our Registration Statement on Form SB-2 filed on September 20, 2007. The Code of Ethics is intended to meet the requirements for a code of ethics under the Sarbanes-Oxley Act of 2002, or “SOX”, and under the policies of the Canadian Securities Exchange, a Canadian stock exchange, and is specifically applicable to our principal executive officer, principal financial and accounting officer and controller or persons performing similar functions. Among other matters, the Code of Ethics is designed to deter wrongdoing and to promote:

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If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our Chief Executive Officer,chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

Meetings

Our Board of Directors held at least six (6)five (5)formal meetings during the year ended August 31, 2018.2019. During such formal meetings, all directors were in attendance. All proceedings of the Board of Directors were conducted either at such formal meetings and evidenced by way of minutes of such proceedings or by way of resolutions consented to in writing by all the Directors. Such resolutions consented to in writing by the Directors entitled to vote on that resolution at a meeting of the Directors are, according to the Nevada Revised Statutes and our Bylaws, as valid and effective as if they had been passed at a meeting of the Directors duly called and held.

It is our policy to invite Directors to attend the Meeting of shareholders. TwoHowever, due to concerns over non-essential travel only our Chief Executive Officer shall physically be at our head office conducting the Meeting with our other Directors are expected to attendattending the Meeting.Meeting via Event Conferencing. For the Company’s 20182019 shareholder meeting, Christopher Bunka and John Docherty werethe entire board of directors was in attendance representingalong with the Board of Directors.Chief Financial Officer.

Committees of the Board of Directors

WeDue to our relatively small size, we currently do not have a nominating or compensation committee or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nominationnominations for Directors.

The entire Board annually reviews its size and expertise to determine if any additions are necessary to accomplish the Company’s goals. During the fiscal year ended August 31, 2019, the Board determined to increase its size by adding an additional independent director in order to comply with Senior Exchange listing requirements. The CEO and President reviewed the resumes of potential candidates and interviewed those candidates who were deemed to have expertise that would be valuable to the Company and who would best align with the goals of the Company. The candidate who was then considered to be the preferential choice was interviewed by the entire Board, after which the Board discussed the interview and resolved to appoint Brian Quigley as an independent director.

Our executive officers dedicate 100% of their work efforts to managing and operating the business of the Company. Compensation for the executive officers of the Company has historically been negotiated between each executive officer and the Board taking into consideration the successful completion of the Company’s milestones and such executive officer’s contributions to such milestones and the Company’s success in general.

Audit Committee and Audit Committee Financial Expert

The Company has an audit committee that has conducted three (3)two formal meetings during the fiscal year ended August 31, 2018.2019. Currently our audit committee consists of Christopher Bunka, Nicholas Baxter, and Ted McKechnie. Chris Bunka is not deemed to be “independent” pursuant to Canadian Securities Exchange and OTCQX independence standards due to the fact that he is the Chief Executive Officer of the Company and actively involved in the daily management of the Company. Our audit committee operates pursuant to a written charter adopted by our Board of Directors, which was most recently updated and replaced on May 1, 2019 and a copy of which is attached as Schedule “A” to this Proxy Statement.

Exemption

The Company, as a U.S. Listed Issuer, is relying on the exemption provided by section 7.1 of NI 52-110 which provides that the Company is not required to comply with Part 2 (Audit Committee Responsibilities), Part 3 (Composition of the Audit Committee), Part 4 (Authority of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

Our Board of Directors has determined that we do not have a member of our audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. Chris Bunka is not deemed to be “independent” pursuant to Canadian Securities Exchange and OTCQX independence standards. We do not have an audit committee financial expert because we believe that the members of our Board of Directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

It is not the duty of our audit committee to determine that our financial statements are complete and accurate and in accordance with generally accepted accounting principles. Our management is responsible for preparing our financial statements, and our independent registered public accounting firm is responsible for auditing those financial statements. Our audit committee does, however, consult with management and our independent registered public accounting firm prior to the presentation of financial statements to shareholders and, as appropriate, initiates inquiries into various aspects of our financial affairs. In addition, our audit committee is responsible for retaining, evaluating and, if appropriate, recommending the termination of our independent registered public accounting firm and approving professional services provided by them.

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AUDIT COMMITTEE REPORT

Our audit committee oversees our financial reporting process. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal accounting controls.

Our audit committee has reviewed and discussed the audited financial statements for the year ended August 31, 20182019 with management.

Our audit committee has discussed with Davidson & Company LLP, Chartered Accountants, our independent registered public accounting firm for the year ended August 31, 2018,2019, the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU Section 380) as adopted by the Public Accounting Oversight Board in Rule 3200T.

Our audit committee has received written disclosures and the letter from Davidson & Company LLP required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees) as adopted the Public Company Accounting Oversight Board in Rule 3600T, and has discussed with Davidson & Company LLP its independence.

Based on the reviews and discussions referred to above, our audit committee recommended to our Board of Directors that the audited financial statements referred to above to be included in our annual report on Form 10-K for the year ended August 31, 20182019 for filing with the Securities and Exchange Commission.

Respectfully submitted,

The Audit Committee of Lexaria Bioscience Corp.

Christopher Bunka, Ted McKechnie and Nick Baxter

Not “Soliciting Material” The material in this report is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference in any filing of our Company under the Securities Act of 1933 or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Director Independence

We currently act with fourfive Directors, consisting of Christopher Bunka, John Docherty, Ted McKechnie, Nicholas Baxter and Nicholas Baxter.Brian Quigley. We have determined that Ted McKechnie, and Nicholas Baxter and Brian Quigley are each an “independent director” as defined in OTCQX Rules for U.S. Companies.

Shareholder Communications with Our Board of Directors

Because of our company’sCompany’s small size, we do not have a formal procedure for shareholder communication with our Board of Directors. In general, members of our Board of Directors and executive officers are accessible by telephone or mail. Any matter intended for our Board of Directors, or for any individual member or members of our Board of Directors, should be directed to our Office Manager,Non-Executive Vice President, Kristin Hamilton by:

Email at: khamilton@lexariabioscience.com

Fax at: 250-765-2499

Mail at: 100 – 740 McCurdy Road, Kelowna, BC V1X 2P7

with a request to forward the communication to the intended recipient.

Board Leadership Structure

The positions of our principal executive officer and the chairman of our Board of Directors are served by one individual, Christopher Bunka. We have determined that the leadership structure of our Board of Directors is appropriate, especially given the early stage of our development and the size of our company.Company. Our Board of Directors provides oversight of our risk exposure by receiving periodic reports from senior management regarding matters relating to financial, operational, legal and strategic risks and mitigation strategies for such risks.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and Directors, and persons who own more than 10% of our common shares,stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended August 31, 2018,2019, all filing requirements applicable to our executive officers, Directors and persons who own more than 10% of our common sharesstock were complied with.

Executive Compensation

The following table sets forth all compensation received during the year ended August 31, 20182019 and 20172018 by our Chief Executive Officer, Chief Financial Officer and each of the other most highly compensated executive officers whose total compensation exceeded $100,000 in such fiscal year. These officers are referred to as the “named executive officers” in this proxy statement. The shareholders of the Company will be asked to approve, on an advisory and non-binding basis, the compensation issued to our named executive officers, pursuant to Proposal 3 located at page 21 and the frequency of such approvals pursuant to Proposal 4 located at page 21.

Summary Compensation

The particulars of compensation paid to the following persons:

	(a)	our principal executive officer;
	(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the fiscal years ended August 31, 20182019 and 2017;2018; and
	(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year,

who we will collectively refer to as the named executive officers, for our fiscal years ended August 31, 20182019 and 2017,2018, are set out in the following summary compensation table:

Notes:

	1)	Mr. Bunka has been the CEO of Lexaria since October 26, 2006 and is compensated via a contract between Lexaria and his wholly-owned company, CABC.A.B. Financial Services Ltd. (“CAB”C.A.B.”). For the fiscal year ended August 31, 2018, CAB2019, C.A.B. was paid consulting fees of CDN$12,000.0029,166.00 per month .
	2)	Mr. Spissinger was appointed as our Chief Financial Officer in June 2017, prior to that time, Christopher Bunka acted in that capacity from April 2016 to May 2017. Mr. Spissinger is compensated via a contract between Lexaria and his wholly-owned company, M&E Services Ltd. (“M&E”). For the fiscal year ended August 31, 2018,2019, M&E was paid consulting fees of CDN$8,000.00 from September 1, 2017 to June 1, 2018 and thereafter was paid consulting fees of CDN$12,000.0012,960.00 per month.

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	3)	Mr. Docherty has been the President of Lexaria since April 15, 2015 and is compensated via a contract between Lexaria and his wholly-owned company Docherty Management Ltd. (“Docherty”). For the fiscal year ended August 31, 2018,2019, Docherty was paid consulting fees of CDN$15,000.0025,000.00 per month.
	4)	Pursuant to the agreement with CAB,C.A.B., during the past two fiscal years, Mr. Bunka received aggregate stock awards of 426,670216,670 common shares all of which 216,670 common shares were issued in the 2018 fiscal year with a value of US$292,670.00 and 210,000 common shares were issued in the 2017 fiscal year with a value of US$61,950.00.292,670.00.
	5)	Pursuant to the agreement with M&E, during the past two fiscal years, Mr. Spissinger received aggregate stock awards of 41,666 common shares all of which all 41,666 common shares were issued in the 2018 fiscal year with a value of US$34,166.00.
	6)	Pursuant to the agreement with Docherty, during the past two fiscal years, Mr. Docherty received aggregate stock awards 928,666of 466,666 common shares all of which 466,666 common shares were issued in the 2018 fiscal year with a value of US$622,666.00 and 462,000 common shares were issued in the 2017 fiscal year with a value of US$97,710.00.622,666.00.
	7)	The fair value of the option award was estimated using the Black-Scholes pricing model with the following assumptions: expected volatility of 130%, risk–free interest rate of 2.68%, expected life of 5 years, and dividend yield of 0.0%.
	8)	The fair value of the option award was estimated using the Black-Scholes pricing model with the following assumptions: expected volatility of 129%, risk–free interest rate of 2.13%, expected life of 5 years, and dividend yield of 0.0%.

Employment and Consulting Agreements

For the 20172018 and 20182019 fiscal years the following consulting agreements were effective between the Company and the named executive officers:

On December 1, 2016, the Company amended its agreement with Chris Bunka, via his wholly-owned company, C.A.B. Financial Services Ltd. for a revised consulting fee of $12,000 per month. The agreement also contemplates the following additional compensation: (i)Named Executive Performance Bonus, as determined by the Board of Directors and upon the completion of certain high-valued transactions; (ii) Milestone Payments, settled by way of equity compensation being issued upon the completion of certain sales and/or licensing revenues; (iii) Patent Idea Payments, subject to approval by management or the Board of Directors, to be settled either with equity or cash compensation, upon the creation of a viable patent idea or concept; and (iv) Options, at an amount and with an exercise price as approved by the Board of Directors. The agreement also provides that, should a change of control occur during the term of the agreement, that Mr. Docherty shall be entitled to a payout equal to twelve times the monthly fee then in effect multiplied by twelve.

On September 1, 2014, the company entered into a contract with M&E Services Ltd. (which was subsequently amended on December 1, 2014), a wholly owned company by Allan Spissinger as Controller for CAD$3,400 a month. This agreement was replaced on June 1, 2018, with a new agreement (the “ME Agreement”), whereby Mr. Spissinger, as Chief Financial Officer, is entitled to a monthly fee of CAD$12,000, subject to 8% increases on the first and second anniversaries. Additional compensation includes: (i) Executive Performance Bonus, as determined by the Board of Directors and upon the completion of certain high-valued transactions; (ii) Milestone Payments, settled by way of equity compensation being issued upon the completion of certain sales and/or licensing revenues; (iii) Patent Idea Payments, subject to approval by management or the Board of Directors, to be settled either with equity or cash compensation, upon the creation of a viable patent idea or concept; and (iv) Options, at an amount and with an exercise price as approved by the Board of Directors. The ME Agreement also provides that, should a change of control occur during the term of the ME Agreement, that Mr. Spissinger shall be entitled to a payout equal to six times the monthly fee then in effect multiplied by 200%.

On March 1, 2017, the Company executed a consulting contract with Docherty Management Limited, solely owned by Mr. John Docherty to act as President with monthly compensation of CAD$15,000. The agreement also contemplates the following additional compensation: (i) Executive Performance Bonus, as determined by the Board of Directors and upon the completion of certain high-valued transactions; (ii) Milestone Payments, settled by way of equity compensation being issued upon the completion of certain sales and/or licensing revenues; (iii) Patent Idea Payments, subject to approval by management or the Board of Directors, to be settled either with equity or cash compensation, upon the creation of a viable patent idea or concept; and (iv) Options, at an amount and with an exercise price as approved by the Board of Directors. The agreement also provides that, should a change of control occur during the term of the agreement, that Mr. Docherty shall be entitled to a payout equal to four times the monthly fee then in effect multiplied by four.

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Officers:

During the current2019 fiscal year, Lexaria and its subsidiaries entered into new agreements or amended existing agreements with its named executive officers. A summary of the compensation provided under such agreements is as follows:

Christopher Bunka, Chief Executive Officer. Commencing January 1, 2019 and replacing all historical agreements, Lexaria and one of its subsidiaries have entered into new agreements with Mr. Bunka via his wholly-owned company, C.A.B. Financial Services Ltd., a British Columbia company (the “Bunka Agreements”). The Bunka Agreements provide that Mr. Bunka will receive an aggregate monthly fee of CAD$29,166 for an aggregate annual fee of CAD$350,000. Mr. Bunka will be eligible for additional compensation pursuant to the Bunka Agreement entered into with Lexaria, this additional compensation shall include Performance-Based Incentive equal to 50% of twelve times the monthly fee payable pursuant to such Lexaria agreement, subject to the performance criteria, as set by the Board of Directors, being completed. Further the agreement entered into with Lexaria, also provides that: (i) compensation in the amount of twenty-three times the monthly fee shall be payable upon the completion of any change of control, subject to certain conditions; and (ii) compensation in the amount of 2% of any consideration provided by a purchaser of a subsidiary of Lexaria is issuable upon the sale of a subsidiary, subject to certain conditions.

John Docherty, President. Commencing January 1, 2019, and replacing all historical agreements, certain subsidiaries of Lexaria have entered into new agreements with Mr. Docherty, both individually and via his wholly-owned company, Docherty Management Limited, an Ontario company (the “Docherty Agreements”). The Docherty Agreements provide that Mr. Docherty will receive an aggregate monthly fee of CAD$25,000 for an aggregate annual fee of CAD$300,000. Mr. Docherty will be eligible for additional compensation pursuant to the Docherty Agreements in the form of Performance-Based Incentive equal to 50% of the total combined salary and any consulting fee compensation for a particular year, subject to the performance criteria, as set by the Board of Directors, being completed within such year. Further the agreement entered into with Kelowna Management Services Corp. (“KMSC”), also provides that: (i) compensation in the amount of twelve times the monthly fee shall be payable upon the completion of any change of control, subject to certain conditions; and (ii) compensation in the amount of 2% of any consideration provided by a purchaser of an affiliate of KMSC is issuable upon the sale of an affiliate, subject to certain conditions.

Allan Spissinger, Chief Financial Officer. On March 1, 2019 the ME Agreement was modified to reduce the monthly fee by 20% (the “Reduced Amount”) and such Reduced Amount was then allocated to a new agreement dated March 1, 2019 entered into between M&E Services Ltd. and a subsidiary of Lexaria.

All compensation paid pursuant to the above-noted agreements that is paid in Canadian currency but reported in US currency is calculated using the Bank of Canada interbank rate as at the last day of the applicable month.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for Directors orour executive officers, except that our Directors and executive officers may receive stock options at the discretion of our Board of Directors.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of August 31, 2018:

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_______

(1) Subsequent to the fiscal year ended August 31, 2018, Mr. Bunka returned these options for cancellation.

Option Exercises

During our fiscal year ended August 31, 2018, on June 19, 2018, Christopher Bunka, Lexaria’s Chief Executive Officer, exercised options for the issuance of 247,500 common shares at an exercise price of $0.09 per share.

During our fiscal year ended August 31, 2017, on January 9, 2017, Allan Spissinger, Lexaria’s Chief Financial Officer, exercised options for the issuance of 27,500 common shares at an exercise price of $0.10 per share.

Compensation of Directors

The following compensation was provided to the Directors of Lexaria who are not also named executive officers during the fiscal year ended August 31, 2018:

___________

(1)	The fair value of the option award was estimated using the Black-Scholes pricing model with the following assumptions: expected volatility of 130.46%, risk–free interest rate of 2.68%, expected life of 5 years, and dividend yield of 0.0%. Subsequent to the fiscal year ended August 31, 2018, these options were cancelled.
(2)	This represents consulting fees paid to the Director for the fiscal year ended August 31, 2018, for non-director services in the amount of $4,000 per month pursuant to an agreement that ended on November 30, 2017

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On January 1, 2019, Lexaria entered into a service agreement with each of the above-noted Directors who are not named executive officers, whereby such Directors would receive a director fee of CAD$30,000.00 per year and would be issued options for the purchase of 100,000 common shares of Lexaria.

Securities Authorized for Issuance under Equity Compensation Plans

We have no long-term incentive plans other than the stock option plans described below.

Equity Compensation Plan Information

The following table sets forth certain information concerning all equity compensation plans previously approved by shareholders and all previous equity compensation plans not previously approved by shareholders, as of the most recently completed fiscal year.

Compensation Plans

As of August 31, 2018,2019, we had three active equity compensation plans, a summary of each is as follows:

2007 Equity Compensation Plan (the “2007 Plan”)

The 2007 Plan was approved by the Company’s shareholders on April 25, 2007 and provided for the issuance of up to 2,000,000 options exercisable into 2,000,000 common shares. The options issued under the 2007 Plan had an exercise price equal to not less than the greater of the closing market price of the Company’s common shares on: (i) the trading day prior to the date of grant; or (ii) the date of grant. Eligible participants of the 2007 Plan include employees, directors and officers of the Company and its affiliates and certain service providers who do not engage in services related to the offer and sale of securities. The maximum number of options issuable pursuant to the 2007 Plan were consolidated on a 4:1 basis on June 23, 2009 so that only 500,000 options were issuable subsequent to that date and thereafter were split on a 1.1:1 basis on September 15, 2015 so that the maximum number of options issuable was 550,000. Any material changes to the 2007 Plan require shareholder approval. On March 23, 2020, the 300,000 options that remained under the 2007 Plan were cancelled and accordingly, the 2007 Plan was terminated.

2010 Equity Compensation Plan (the “2010 Plan”)

The 2010 Plan was approved by the Company’s shareholders on February 26, 2010 and provided for the issuance of up to 1,800,000 options exercisable into 1,800,000 common shares. The options issued under the 2010 Plan had an exercise price equal to not less than the greater of the closing market price of the Company’s common shares on: (i) the trading day prior to the date of grant; or (ii) the date of grant. Eligible participants of the 2010 Plan include employees, directors, officers and consultants of the Company. The maximum number of options issuable pursuant to the 2010 Plan were split on a 1.1:1 basis on September 15, 2015 so that the maximum number of options issuable was 1,980,000. Any material changes to the 2010 Plan require shareholder approval. On March 23, 2020, 1,250,000 options were cancelled and on April 10, 2020 an additional 75,000 options were cancelled leaving no options issued under the 2010 Plan and accordingly, the 2010 Plan was terminated.

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2014 Equity Compensation Plan (the “2014 Plan”)

The 2014 Plan was approved by the Company’s shareholders on June 11, 2014 and provided for the issuance of up to 3,500,000 options exercisable into 3,500,000 common shares. The options issued under the 2014 Plan had an exercise price equal to not less than the greater of the closing market price of the Company’s common shares on: (i) the trading day prior to the date of grant; or (ii) the date of grant. Eligible participants of the 2014 Plan include employees, directors, officers, management company employees and consultants of the Company and its affiliates. The maximum number of options issuable pursuant to the 2014 Plan were split on a 1.1:1 basis on September 15, 2015 so that the maximum number of options issuable was 3,850,000. Any material changes to the 2014 Plan require shareholder approval. On March 23, 2020, 670,000 options were cancelled and on April 10, 2020 an additional 300,000 options were cancelled leaving 410,000 options issued under the 2014 Plan. Once these options are cancelled, exercised or expired, no further options will be granted under the 2014 Plan and the 2014 Plan will be terminated.

Lexaria Bioscience Corp. Equity Incentive Plan (the “Lexaria Plan”)

On May 1, 2019, the Board of Directors approved the Lexaria Plan that is being submittedwhich was subsequently approved by the Lexaria shareholders on June 20, 2019 at the Company’s annual and special meeting. The Lexaria Plan permits grants of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, and stock appreciation rights (collectively the “incentive securities”) to purchase a maximum of 7,838,713 common shares of authorized but unissued or reacquired common stock based on 10% of Lexaria’s shareholdersissued share capital as at the Record Date and subject to adjustment for ratification and approval pursuant to Proposal 5 located at page 24.stock splits or consolidations. The material termspurchase price per share deliverable upon the exercise of an incentive security granted under the Lexaria Plan shall be determined by the Board of Directors at the time of grant of such incentive security but, pursuant to Canadian Securities Exchange policies, cannot be lower than the greater of the closing market prices of Lexaria’s shares on (a) the trading day prior to the date of the option grant; and (b) the date of the option grant . Further incentive securities issued to persons who own ten percent (10%) of the voting power of all classes of stock of the Company or any of its subsidiaries, shall bear an exercise price of no less than one hundred ten percent (110%) of the fair market value of the Company’s shares on the date of grant. Options granted under the Lexaria Plan shall expire on such date as determined by the Board of Directors and set forth in the applicable award agreement, provided, that such date shall not be later than (10) ten years after the date on which the incentive security is granted and, in the case of optionees who hold more than own ten percent (10%) of the voting power of all classes of stock of the Company or any of its subsidiaries, such date shall not be more than five (5) years from the date on which the incentive security is granted.

Eligible participants to the Lexaria Plan shall include directors, officers, employees and consultants of Lexaria and of Lexaria’s affiliates. Vesting provisions may be placed on option issuances at the discretion of the Board of Directors, taking into consideration the length of service of the optionee and the number of options granted. Options shall terminate on the earlier of: (i) the expiry date; (ii) one year after disability or death of the optionee; or (iii) 30 days after termination of the optionee’s services to Lexaria or an affiliate of Lexaria.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of August 31, 2019:

⁽¹⁾ These options were cancelled subsequent to the fiscal year end and prior to the expiry date.

Option Exercises

During our fiscal year ended August 31, 2019, on February 15, 2019, Allan Spissinger, Lexaria’s Chief Financial Officer, exercised options for the issuance of 50,000 common shares at an exercise price of $0.37 per share.

Compensation of Directors

The following compensation was provided to the Directors of Lexaria who are disclosednot also named executive officers during the fiscal year ended August 31, 2019:

Each independent Director has entered into a Board of Director Services Agreement with the Company whereby they were issued 100,000 stock options and are paid CDN$30,000 annually (paid in quarterly installments) as compensation for their services. There are no arrangements or plans in which we provide pension, retirement or similar benefits for our independent Directors, except that they may receive additional stock options at the discretion of our Board of Directors.

Securities Authorized for Issuance under Proposal 5.Equity Compensation Plans

We have no long-term incentive plans other than the stock option plans described below.

Stock Option Plans

Equity Compensation Plan Information

The following table sets forth certain information concerning all equity compensation plans previously approved by shareholders and all previous equity compensation plans not previously approved by shareholders, as of the most recently completed fiscal year ended August 31, 2019.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our common shares or other securities during our fiscal year ended August 31, 2018.2019.

Transactions with Related Persons and Related Person Transaction Policy

No Director, executive officer, shareholder holding at least 5% of shares of our common shares,stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the beginning of the year ended August 31, 2018,2019, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed fiscal years.

Under our Code of Ethics, our senior financial officers are required to act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. In addition, our recently amended Audit Committee Charter provides that the Audit Committee will be responsible for the review of any related-party transactions.

Employment Agreements

For information regarding compensation for our executive officers and Directors, see “Summary Compensation” beginning on page 14.13.

Fees Paid to Our Independent Registered Public Accounting Firm

Audit feesFees

Davidson & Company LLP ishas acted as our independent registered public accounting firm since 2016 and will be submitted to the shareholders for ratification as to its continued appointment under Proposal 2 located at page 20. The aggregate fees billed for the most recently completed fiscal years ended August 31, 20182019 and August 31, 20172018 for professional services rendered by the principal accountant and to others for the provision of specialized advice for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

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Audit Fees

Audit fees consist of fees billed for professional services rendered for the audits of our financial statements, reviews of our interim financial statements included in quarterly reports, services performed in connection with filings with the Securities and Exchange Commission and related comfort letters and other services that are normally provided by Davidson & Company LLP for the fiscal years ended August 31, 20182019 and August 31, 20172018 in connection with statutory and regulatory filings or engagements.

Audit related Fees

Audit related fees consist of fees billed for assurance and related services by Lexaria’s principal accountants for the fiscal years ended August 31, 20182019 and August 31, 20172018 in connection with statutory and regulatory filings or engagements. Lexaria did not pay any audit related fees for the 20182019 and 20172018 fiscal years.

Tax Fees

Tax fees consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and local tax compliance and consultation in connection with various transactions and acquisitions. For the fiscal yearyears ended August 31, 2019 and August 31, 2018, we did not engage an accountant for non-audit professional services or preparation of corporate tax returns. For the fiscal year ended August 31, 2017, DMCL Chartered Professional Accountants was paid $15,982 for services related to tax compliance and advice with respect to a proposed continuance by Lexaria into the Province of British Columbia, Canada.

All Other Fees

We do not use Davidson & Company LLP for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage Davidson & Company LLP to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our independent auditors are engaged by us to render any auditing or permitted non-audit related service, the engagement be:

Our Board of Directors (audit committee) pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the Board of Directors either before or after the respective services were rendered.

Our Board of Directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PROPOSALS FOR SHAREHOLDER VOTE

Proposal 1

Election of Directors

Our Board of Directors has nominated the persons previously named under Director Nominees as candidates for Directors at the Meeting. These nominees are all of our current Directors.Directors and information regarding their expertise is provided under the Director Nominees section. Unless otherwise directed, the proxy holders will vote the proxies received by them for the four nominees named below.election of: Christopher Bunka, John Docherty, Ted McKechnie, Nicholas Baxter and Brian Quigley.

Each Director who is elected will hold office until the next Meeting of Shareholders and until his successor is elected and qualified. Any Director may resign his office at any time and may be removed at any time by the majority of vote of the shareholders given at a special meeting of our shareholders called for that purpose.

Our Company’s management proposes to nominate the persons named in the table below for election by the shareholders as Directors of the Company. Information concerning such persons, as furnished by the individual nominees, is located under the Director Nominees section.

Our Board of Directors recommends that you vote FOR the nominees.

Proposal 2

Ratification of the Continued Appointment of the Independent Registered Public Accounting Firm

Our Board of Directors is asking our shareholders to ratify the continued appointment of Davidson & Company LLP, as our independent registered public accounting firm for the fiscal year ending August 31, 20192020 at a remuneration to be fixed by the Board.

Shareholder ratification of the continued appointment of Davidson & Company LLP is not required under the Nevada corporate law, our bylaws or otherwise. However, our Board of Directors is submitting the continued appointment of Davidson & Company LLP as our independent registered public accounting firm to our shareholders for ratification as a matter of corporate practice. If our shareholders fail to ratify the continued appointment, our Board of Directors will reconsider whether or not to retain the firm. Even if the appointment is ratified, our Board of Directors in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if our Board of Directors determines that such a change would be in the best interest of our Company and our shareholders.

Representatives of Davidson & Company LLP are not expected to be present at the Meeting. However, we will provide contact information for Davidson & Company LLP to any shareholders who would like to contact the firm with questions and the firm will be expected to respond to any appropriate questions; however if representatives from Davidson & Company LLP are present at the Meeting, they will have an opportunity to make a statement if they desire to do so.

Unless otherwise directed, the proxy holders will vote the proxies received by them for the ratification of the continued appointment of Davidson & Company LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2019.2020.

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At the Meeting the shareholders will be asked to approve the following resolution:resolution by a simple majority:

“RESOLVED THAT the continued appointment of Davidson & Company LLP as our independent registered public accounting firm is ratified, approved and confirmed and that the remuneration be fixed by the Board.”

Our Board of Directors recommends that you vote FOR the ratification of the continued appointment of Davidson & Company LLP as our independent registered public accounting firm as our auditors for the fiscal year ending August 31, 20192020 at a remuneration to be fixed by the Board.

Proposal 3

Advisory VoteApproval of a Reverse Stock Split to Approvebe Effected at the CompensationDetermination of Our Named Executive Officersthe Directors

PursuantGeneral

On January 9, 2020, the CEO of Lexaria discussed the strategic outlook for the Company. In that outlook it was noted that many capital and strategic opportunities were unavailable to Section 14Athe Company as a result of not being listed on a US national stock exchange. As part of Lexaria’s 2020 business strategy, the Company anticipates obtaining a listing on a Senior Exchange. A listing on a Senior Exchange requires, among other items, an initial bid price of least $4.00 per share, subject to certain exceptions and, following initial listing, maintenance of a continued price of at least $1.00 per share. In order to achieve this initial bid price, the Company is seeking approval to a proposal to reduce the number of issued and outstanding shares of our common stock (“Common Stock”) via a reverse stock split (the “Reverse Stock Split”) which should increase the per share market price of our Common Stock.

Approval of the Exchange Act,proposal would permit (but not require) our Board to effect the Reverse Stock Split at a ratio of not less than 2 current shares for 1 post reverse stock split share and not more than 30 current shares for 1 post reverse stock split share, with the exact ratio to be set at a whole number within this range as amended (the “Exchange Act”),determined by our shareholders are entitledBoard in its sole discretion, provided that if the Board determines to vote on whethereffect the advisory shareholder vote to approve executive compensation should occur everyReverse Stock Split such amendment shall be filed with the Secretary of State of Nevada no later than one two or three years, and may also choose to abstain from voting. In 2014,year after the majoritydate of our shareholders voted to approve executive compensation every three years. In 2017 Lexaria did not hold an annual shareholder meeting and in 2018 the shareholder vote on the advisory non-binding resolution to approve the executive compensation was inadvertently forgotten. Accordingly, we are now providing our shareholders with an opportunity to express their views on our named executive officer’s compensation for the fiscal year 2018, as disclosed in this Proxy Statement. The Company’s current policy and the Board of Directors’ recommendation contained in Proposal 4, is to continue to submit the named executive officer’s compensation to an advisory vote at its annual meeting of shareholders every three years. Assuming there is no change to the Company’s current policy regarding the frequency of such advisory vote, it is expectedmeeting. We believe that the next “say-on-pay” vote will occur at our 2022 annual meeting of shareholders. Although this advisory vote is non-binding,enabling our Board to set the ratio within the stated range will provide us with the flexibility to implement the Reverse Stock Split in a manner designed to maximize the anticipated benefits for our shareholders. In determining a ratio, if any, following the receipt of Directors will review andshareholder approval, our Board may consider, the voting results when making future decisions regarding our named executive officer compensation and related executive compensation programs.

As described in more detail in the Compensation Discussion and Analysis, our executive compensation program is designed to:among other things, factors such as:

We encourage shareholders to read the Compensation Discussion and Analysis beginning on page 14 of this Proxy Statement, which outlines the current compensation issuable to our named executive officers. The Board of Directors believe that our executive compensation strikes the appropriate balance between utilizing measured pay practices and effectively incentivizing our named executive officers to dedicate themselves fully to create value

Our Board reserves the right to elect to abandon the Reverse Stock Split, including any or all proposed Reverse Stock Split ratios, if it determines, in its sole discretion, that the Reverse Stock Split is no longer in the best interests of the Company and its shareholders.

The Board of Directors recommends that shareholders indicate their supportDepending on the ratio for the compensationReverse Stock Split as determined by our Board, no less than two (2) and no more than thirty (30) shares of existing Common Stock, as determined by our Board, will be combined into one common share. Our Board has determined that if the Reverse Stock Split is effected the Company will entitle holders to receive from the Company’s transfer agent, in lieu of any fractional share, the number of shares rounded up to the next whole number. The amendment to our Articles to effect the Reverse Stock Split, if any, will include only the ratio determined by our Board to be in the best interests of our named executive officers. The vote on this resolution is not intended to address any specific elementshareholders and all of compensation but rather the overall named executive officer compensation program as described in this Proxy Statement.other proposed amendments at different ratios will be abandoned.

Accordingly, we ask our shareholders to vote on the following resolution at the Annual and Special Meeting:

“RESOLVED, that the shareholders approve, on an advisory non-binding basis, the compensation of our named executive officers for the fiscal year 2018, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation table and any other related disclosure in this Proxy Statement.”

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Proposal 4

Advisory Vote onBackground and Reasons for the Frequency of Future Advisory Votes on

the Compensation of our Named Executive Officers

Pursuant to Rule 14a-21(b) of Regulation 14AReverse Stock Split; Potential Consequences of the Exchange Act, we are asking our shareholders to vote, on a non-binding advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers as reflected in Proposal 3 above. Shareholders may indicate whether they prefer that we conduct future advisory votes on the compensation of our named executive officers every one, two or three years. Shareholders may also abstain from casting a vote on this proposal. For the reasons described below, our Board recommends that the shareholders select a frequency of three years.

After considering the benefits and consequences of each alternative, our Board recommends that the advisory vote on the compensation of our company’s named executive officers be submitted to the shareholders once every three years.Reverse Stock Split

Our Board believesis submitting the Reverse Stock Split to our shareholders for approval with the primary intent of increasing the market price of our Common Stock to enhance our ability to meet the initial listing requirements of the Senior Exchange and to make our Common Stock more attractive to a broader range of institutional and other investors.

We believe that the Reverse Stock Split will enhance our ability to obtain an initial listing on a triennial advisory vote makes senseSenior Exchange. A Senior Exchange listing requires, among other items, an initial bid price of least $4.00 per share and following initial listing, maintenance of a continued price of at least $1.00 per share. Reducing the number of outstanding shares of our Common Stock should, absent other factors, increase the per share market price of our Common Stock, although we cannot provide any assurance that our minimum bid price would remain following the Reverse Stock Split over the minimum bid price requirement of any such Senior Exchange.

Additionally, we believe that the Reverse Stock Split is advisable because the expected increase to the market price of our Common Stock as a result of implementing the Reverse Stock Split is expected to improve the marketability and liquidity of our Common Stock and is expected to encourage interest and trading in our stock. The Reverse Stock Split could allow a broader range of institutions to invest in our stock (namely, investors that are prohibited from buying stocks whose price is below a certain threshold), potentially increasing the liquidity of our Common Stock. The Reverse Stock Split could help increase analyst and broker interest in our stock as their policies can discourage them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage firms and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may function to make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current average price per share of our Common Stock can result in individual shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were substantially higher.

For the reasons discussed herein, we believe that effecting the Reverse Stock Split is in the Company’s and our shareholders’ best interests.

While reducing the number of our outstanding Common Stock through the Reverse Stock Split is intended, absent other factors, to increase the per share market price of our Common Stock, other factors, such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our Common Stock. As a result, there can be no assurance that the Reverse Stock Split, if completed, will result in the intended benefits described above, that the market price of our Common Stock will increase following the Reverse Stock Split or that the market price of our Common Stock will not decrease in the future. Additionally, we cannot assure you that the market price per share of our Common Stock after a Reverse Stock Split will increase in proportion to the reduction in the number of our Common Stock outstanding before the Reverse Stock Split. Accordingly, the total market capitalization of our Common Stock after the Reverse Stock Split may be lower than the total market capitalization before the Reverse Stock Split.

Procedure for Implementing the Reverse Stock Split

The Reverse Stock Split, if approved by our shareholders, would become effective upon the filing (the “EffectiveTime”) of a Certificate of Amendment to our Articles with the Secretary of State of the State of Nevada. The exact timing of the filing of the Certificate of Amendment that will effect the Reverse Stock Split will be determined by our Board based on its evaluation as to when such action will be the most advantageous to the Company and our shareholders. In addition, our Board reserves the right, notwithstanding shareholder approval and without further action by the shareholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the Certificate of Amendment to the Company’s Articles, our Board, in its sole discretion, determines that it is no longer in our best interest and the best interests of our shareholders forto proceed with the following reasons:Reverse Stock Split. If a Certificate of Amendment effecting the Reverse Stock Split has not been filed with the Secretary of State of the State of Nevada by the close of business on June 23, 2021, our Board will abandon the Reverse Stock Split.

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WhileEffect of the Reverse Stock Split on Holders of Outstanding Common stock

Depending on the ratio for the Reverse Stock Split determined by our Board, believesa minimum of two (2) and a maximum of thirty (30) existing Common Stock will be combined into one new common share. The table below shows, based on 89,587,090 Common Stock issued and outstanding as of the Record Date, the number of issued and outstanding Common Stock (excluding Treasury shares) that its recommendationwould result from the listed hypothetical reverse stock split ratios (without giving effect to the treatment of fractional shares):

The actual number of shares issued after giving effect to the Reverse Stock Split, if implemented, will depend on the Reverse Stock Split ratio that is appropriate at this time,ultimately determined by our Board.

The Reverse Stock Split will affect all holders of our Common Stock uniformly and will not affect any shareholder’s percentage ownership interest in the Company, other than with respect to the treatment of fractional shares where record holders of Common Stock otherwise entitled to a fractional share as a result of the Reverse Stock Split will be rounded up to the next whole number. In addition, the Reverse Stock Split will not affect any shareholder’s proportionate voting power (subject to the treatment of fractional shares).

The implementation of the Reverse Stock Split will result in an increased number of available authorized shares of Common Stock. The resulting increase in such availability in the authorized number of shares of Common Stock could have a number of effects on the Company's shareholders are not voting to approvedepending upon the exact nature and circumstances of any actual issuances of authorized but unissued shares. The increase in available authorized shares for issuance could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or disapprovemore transactions that recommendation, but are instead asked to indicate their preference, on an advisory basis,could make a change in control or takeover of the Company more difficult. For example, additional Common Stock could be issued by the Company so as to whetherdilute the non-binding shareholder advisory vote onstock ownership or voting rights of persons seeking to obtain control of the approval of our executive officer compensation practices should be held every year, every two years, or every three years. The frequency option that receives votes from the holders of at least a majority of shares present or represented and voting at the Annual and Special Meeting will be considered the preferred frequency of future advisory votes on the compensation of our named executive officers by our shareholders. Our Board values the opinions of our shareholders in this matter, and, to the extent there is any significant vote in favor of one frequency over the other options,Company, even if fewer thanthe persons seeking to obtain control of the Company offer an above-market premium that is favored by a majority of the votes cast,independent shareholders. Similarly, the issuance of additional Common Stock to certain persons allied with the Company's management could have the effect of making it more difficult to remove the Company's current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. The Company does not have any other provisions in its Articles, bylaws, employment agreements, credit agreements or any other documents that have material anti-takeover consequences. Additionally, the Company has no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences. The Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and this proposal is not being presented with the intent that it be utilized as a type of anti-takeover device.

Additionally, because holders of Common Stock have no preemptive rights to purchase or subscribe for any unissued stock of the Company, the issuance of additional shares of authorized Common Stock that will become newly available as a result of the implementation of the Reverse Stock Split will reduce the current shareholders' percentage ownership interest in the total outstanding shares of Common Stock.

The Company may issue the additional shares of authorized Common Stock that will become available as a result of the Reverse Stock Split without the additional approval of its shareholders.

The Reverse Stock Split may result in some shareholders owning “odd lots” of less than 100 Common Stock. Odd lot shares may be more difficult to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of even multiples of 100 shares.

The Company has confirmed with the Canadian Securities Exchange (the “CSE”), that it may seek an exemption from the CSE policy that requires a Company to effect a name change concurrently with a Reverse Stock Split, should the Company proceed with a Reverse Stock Split as approved by the shareholders.

After the Effective Time, our Common Stock will have a new Committee on Uniform Securities Identification Procedures (CUSIP) number, which is a number used to identify our equity securities. Our Common Stock will continue to be quoted on the OTCQX under the symbol “LXRP” and the CSE under the symbol “LXX”, subject to any decision of our Board to list our securities on a Senior Exchange.

Effect on Common Stock Certificates

If the Reverse Stock Split is approved by the shareholders and the Board determines to effect same, the shareholders will considerbe required to exchange their Common Stock certificates representing the shareholders’ concernspre-reverse split common shares for new certificates representing the post-reverse split common shares (“New Common Stock”). Accordingly, the Company will issue a news release announcing the Reverse Stock Split confirming the ratio at which the Common Stock will be exchanged and evaluatethe effective date of the Reverse Stock Split. The Company shall also send a Letter of Transmittal to its shareholders containing instructions on how to surrender the stock certificates. Upon receipt of the completed Letter of Transmittal and the applicable stock certificate(s), Computershare shall issue the shareholder a new stock certificate representing the shares of New Common Stock based on the Reverse Stock Split ratio, plus one additional whole share of New Common Stock in lieu of any appropriate next steps. However,fractional share.

If you hold some or all of your shares electronically in book-entry form with our transfer agent you will not need to take action (the exchange will be automatic) to receive whole shares of New Common Stock, subject to adjustment for treatment of fractional shares.

If you hold your shares in “street name” — that is, through an account at a brokerage firm, bank, dealer, or other similar organization – such institution may have a different procedure for processing the Reverse Stock Split than that put in place by the Company for its registered shareholders. Accordingly, if your shares are held in street name, you are encouraged to contact your nominee with any questions regarding how to process the Reverse Stock Split.

If the Reverse Stock Split is effected, shareholders will have six (6) years to deliver their Letter of Transmittal and their stock certificate(s) to Computershare in exchange for stock certificates representing shares of New Common Stock, failing which the shareholder will lose his rights to receive shares of New Common Stock.

SHAREHOLDERS ARE ADVISED NOT TO MAIL IN THE CERTIFICATES REPRESENTING THEIR COMMON STOCK UNTIL THEY RECEIVE A LETTER OF TRANSMITTAL AND CONFIRMATION FROM THE COMPANY BY WAY OF A NEWS RELEASE THAT THE BOARD HAS DECIDED TO IMPLEMENT THE REVERSE STOCK SPLIT.

Effect of the Reverse Stock Split on any Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable Securities

Based upon the Reverse Stock Split ratio determined by the Board, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities (including investment rights) entitling the holders to purchase, exchange for, or convert into, Common Stock. This would result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of Common Stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock Split. The number of shares deliverable upon settlement or vesting of restricted stock awards, if any, will be similarly adjusted, subject to our treatment of fractional shares. The number of shares reserved for issuance pursuant to these securities will be proportionately based upon the Reverse Stock Split ratio determined by the Board, subject to our treatment of fractional shares.

Accounting Matters

The proposed amendment to the Company’s Articles will not affect the par value of our Common Stock, which will remain $0.001 par value per share. As a result, as of the Effective Time, the total of the stated capital attributable to Common Stock and the additional paid-in capital account on our balance sheet will not change due to the Reverse Stock Split. Reported per share net income or loss will be higher because there will be fewer Common Stock outstanding.

No Going Private Transaction

Notwithstanding the decrease in the number of our issued and outstanding Common Stock following the implementation of the Reverse Stock Split, the Board does not intend for this votetransaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Securities Exchange Act of 1934, and the implementation of the proposed Reverse Stock Split will not cause the Company to go private.

No Appraisal Rights

Under the Nevada Revised Statutes, our shareholders are not entitled to appraisal rights with respect to the Reverse Stock Split, and we will not independently provide our shareholders with any such rights.

Further to the above, the shareholders will be asked to approve the following resolution by way of a simple majority:

“RESOLVED THAT, should the Company seek a Senior Exchange listing, the Board of Directors of Lexaria Bioscience Corp. (the “Board”) is advisoryhereby authorized and approved to file a Certificate of Amendment by way of Amended and Restated Articles of Incorporation, to effect a reverse stock split of our common stock by a ratio of not less than 2 current shares for 1 post reverse stock split share and not binding onmore than 30 current shares for 1 post reverse stock split share (the “Reverse Stock Split”) at any time prior to the one year anniversary of the date of this annual meeting, with the Board having the discretion as to whether or Lexaria innot the Reverse Stock Split is to be effected, and with the exact ratio of any way,Reverse Stock Split to be set at a whole number within the above range as determined by the Board may decide that it is in the best interests of our shareholders and Lexaria to hold an advisory vote on executive compensation more or less frequently than the option indicated by our shareholders.its discretion.”

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE THREE YEARPROPOSED REVERSE STOCK SPLIT RATIOS NOTED IN PROPOSAL 3.

FREQUENCY OF SHAREHOLDER ADVISORY VOTES ON COMPENSATION ON PROPOSAL 4.

Proposal 54

Approval of Lexaria Bioscience Corp. Equity Incentive Plan

On May 1, 2019an Amendment to our Bylaws to Increase the Board approved the Lexaria Bioscience Corp. Equity Incentive Plan (the “Lexaria Plan”) which is to be registered with the Securities Exchange Commission. The Lexaria Plan permits grantsQuorum Requirement
for Meetings of incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, and stock appreciation rights (collectively the “incentive securities”) to purchase a maximum of 7,838,713 common shares of authorized but unissued or reacquired common shares based on 10% of Lexaria’s issued share capital as at the Record Date and subject to adjustment for stock splits or consolidations. It is the intent of the Company that all future incentive securities will be made under the Lexaria Plan and that no further incentive securities shall be issued under the 2007 Plan, the 2010 Plan or the 2014 Plan.Shareholders

The purchase price per share deliverable uponBoard is recommending that the exercise ofCompany’s shareholders approve an incentive security granted underamendment (the “Bylaw Amendment”) to the Lexaria Plan shall be determined byCompany’s Amended and Restated Bylaws (the “Bylaws”) to increase the Board of Directors at the time of grant of such incentive security but, pursuant to Canadian Securities Exchange policies, cannot be lower than the greaterquorum requirement for meetings of the closing market prices of Lexaria’s shares on (a) the trading day priorCompany’s shareholders, as described below.

The Amendment

The Board is proposing to the dateamend Section 4 of the option grant;Company’s Bylaws to read as follows:

SECTION 4

Quorum; Adjourned Meetings. Shareholders holding at least thirty three and (b) the date of the option grant . Further incentive securities issued to persons who own tenone third percent (10%(33 ¹/₃%) of the voting power ofstock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all classes of sharesmeetings of the CompanyShareholders for the transaction of business except as otherwise provided by statute or any of its subsidiaries, shall bear an exercise price of no less than one hundred ten percent (110%) of the fair market value of the Company’s shares on the date of grant. Options granted under the Lexaria Plan shall expire on such date as determined by the BoardArticles of Directors and set forth in the applicable award agreement, provided, thatIncorporation. If, however, such datequorum shall not be later than (10) ten years after the date on which the incentive security is granted and, in the case of optionees who hold more than own ten percent (10%)present or represented at any meeting of the votingShareholders, the Shareholders entitled to vote thereat, present in person or represented by proxy, shall have the power of all classes of shares ofto adjourn the Companymeeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any of its subsidiaries, such date shall not be more than five (5) years from the date on which the incentive security is granted.

Eligible participants to the Lexaria Plan shall include directors, officers, employees and consultants of Lexaria and of Lexaria’s affiliates. Vesting provisionsbusiness may be placed on option issuancestransacted which might have been transacted at the discretion of the Board of Directors, taking into consideration the length of service of the optionee and the number of options granted. Options shall terminate on the earlier of: (i) the expiry date; (ii) one year after disability or death of the optionee; or (iii) 30 days after termination of the optionee’s services to Lexaria or an affiliate of Lexaria.meeting as originally notified.

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Background and Reasons for Adopting the Lexaria PlanBylaw Amendment

The Company intends to apply for listing on a Senior Exchange, when and as determined by the Company’s Board and must therefore comply with its corporate governance requirements. The Company’s Bylaws currently provide, in part, that a quorum for any shareholder meeting shall be at least 10% of Directorsthe stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy at the meeting. NASDAQ Listing Rule 5620(c), however, defines a quorum as no less than 33 1/3 % of the outstanding shares of a company’s common voting stock. Accordingly, to comply with NASDAQ Listing Rule 5620(c), the Company must amend its Bylaws to increase its quorum requirement for meetings of shareholders.

In addition, the Board believes that we must continue to offer a competitive equity incentive program in order to successfully attract, retain and motivate the best employees, directors, consultants, advisors and officers, without whom we cannot execute on our business goals or deliver value to our shareholders. As noted under Compensation Plan, Lexaria currently has three different equity compensation plans, which are onerous to maintain and difficult to ensure compliance. The Board has approved the Lexaria Plan as a means of creating a path towards streamlining its equity compensation program, by way of working towards only using the Lexaria Plan for future compensation and amending the Lexaria Plan when and if needed to accommodateBylaw Amendment enhances the Company’s growth. As noted previously, oncecorporate governance standards by setting a quorum level that it believes is appropriate for ensuring a broad range of shareholder representation without unduly burdening the Lexaria Plan has been approvedCompany’s ability to achieve a quorum for purposes of conducting business at meetings of its shareholders. In addition, the Board also believes that adopting the Bylaw Amendment will benefit shareholders by also permitting the shareholders, no further options are intendedCompany to be granted under the 2007 Plan, the 2010 Plan or the 2014 Plan.meet a Senior Exchange’s listing requirements with respect to its quorum requirement.

No Appraisal Rights

The Lexaria Plan will be registered withUnder the Securities and Exchange Commission, thus allowing the shares issued pursuant to option exercise to be unrestricted shares, and to secure for Lexaria andNevada Revised Statutes, our shareholders are not entitled to appraisal rights with respect to the benefits arising from capital share ownership by employees, officersBylaw Amendment, and Directors of, and consultants or advisors to, Lexaria or its subsidiaries, who are expected to contribute to its future growth and success.we will not independently provide our shareholders with any such rights.

The full text of the proposed Lexaria Plan is attached as Schedule “B” to this Proxy Statement.

Vote Required for Approval

At the meetingAccordingly, the shareholders of Lexaria will be asked to consider and, if deemed appropriate, to approve,pass the following ordinary resolution (being 50% + 1by way of the votes cast):a simple majority:

“RESOLVED as an ordinary resolutionTHAT, should the Company seek a Senior Exchange listing, the Directors of the Company are authorized and approved to amend the Bylaws of the Company, to increase the current quorum percentage for holding a meeting of shareholders from 10% of Lexaria Bioscience Corp. (“Lexaria”), that:the issued and outstanding voting common stock of the Company to 33 1/3% of the issued and outstanding voting common stock of the Company.”

1.	The Lexaria Bioscience Corp. Equity Incentive Plan (the “Lexaria Plan”), in the form attached as Schedule “B” to the proxy statement dated on or about May 15, 2019, is hereby approved and adopted;
2.	Lexaria will have the ability to grant incentive stock options, nonstatutory stock options, restricted stock, restricted stock units, and stock appreciation rights under the Lexaria Plan, until such time as Lexaria requires that the maximum threshold of options allowed to be issued requires amendment;
3.	Any officer or director of Lexaria is hereby authorized and directed for and on behalf of Lexaria to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things a such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.”

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE LEXARIA PLAN ON PROPOSAL 5.4.

Proposal 5

Ratification and Approval of Acts of the Directors

Since the date of the last meeting of shareholders, the board of directors have effected transactions, entered into contracts and have completed other lawful acts by and on behalf of the Company. The shareholders will be asked to approve the following resolution by way of a simple majority:

“RESOLVED THAT the lawful acts of the directors made by and on behalf of the Company and effected since the date of the last shareholders’ meeting are hereby ratified and approved.”

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 5.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except for the approval of the Lexaria Plan as noted under Proposal 5, noNo Director, executive officer, or nominee for election as a Director of the Company and no associate of any of the foregoing persons has any substantial interest, direct or indirect, by security holding or otherwise, in any matter to be acted upon at the Meeting.

“HOUSEHOLDING” OF PROXY MATERIALS

The Securities and Exchange Commission permits companies and intermediaries such as brokers to satisfy the delivery requirements for proxy statements and Annual Reports with respect to two or more shareholders sharing the same address by delivering a single Proxy Statement or Annual Report, as applicable, addressed to those shareholders. This process, which is commonly referred to as “householding”, potentially provides extra conveniences for shareholders and cost savings for companies.

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Although we do not intend to household for our shareholders of record, some brokers household our proxy materials and Annual Reports, delivering a single copy of the Proxy Statement or Annual Report to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that it will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of the Proxy Statement or Annual Report, or if you are receiving multiple copies of either document and wish to receive only one, please notify your broker. Shareholders who currently receive multiple copies of the Proxy Statement at their address from their brokers and would like to request “householding” of their communications should contact their brokers.

SHAREHOLDER PROPOSALS

Shareholders may submit proposals or director nominations for inclusion by the Company in next year’s proxy statement. If you wish to submit a shareholderFor your proposal that is requiredor director nomination to be includedconsidered for inclusion in our 2020 Annual Meeting proxy statement wefor next year’s annual meeting, your written proposal must receive the proposalbe received by our corporate secretary at our principal executive officesoffice no later than 120 days before the anniversary of the release date of this Proxy Statement, unless the date of next year’s annual meeting is changed by more than 30 days from the date of this year’s Meeting. After such date, any shareholder proposal will be considered untimely.

If we change the date of next year’s annual meeting by more than thirty (30) days from the date of this year’s Meeting, then the deadline is a reasonable time before we begin to print and distribute our proxy materials. You should also be aware that your proposal must comply with SEC regulations regarding inclusion of shareholder proposals in company-sponsored proxy materials, and with any provision in our bylaws regarding the same.

Lexaria Bioscience Corp. expects to hold its next annual meeting of shareholders in June 2021. Proposals from shareholders intended to be present at the next annual meeting of shareholders should be addressed to Lexaria Bioscience Corp., 100 – 740 McCurdy Road, Kelowna, BCBritish Columbia, V1X 2P7, by the close of business on Tuesday, December 3, 2019. The proposal must also comply with all applicable statutes and regulations and must be sent to the attention of ourCanada, Attention: Corporate Secretary. We must receive the proposals by Tuesday, January 26, 2021. Upon receipt of any such proposal, we shall determine whether or not to include any such proposal in the Proxy Statement and proxy in accordance with applicable law. It is suggested that shareholders forward such proposals by Certified Mail-Return Receipt Requested. After Tuesday, December 3, 2019,January 26, 2021, any shareholder proposal will be considered to be untimely.

If you wantAs to any proposal that a shareholder intends to present anyto shareholders other than by inclusion in our proxy statement for our 2021 annual meeting of shareholders, the proxies named in our proxy for that meeting will be entitled to exercise their discretionary voting authority on that proposal or nominate a person to be elected as a director at our 2020 Annual Meeting, the proposal or nomination must be received in writing by our Corporate Secretary at our principal offices by February 20, 2020. However, if the Annual Meeting is to be held before May 19, 2020 or after July 20, 2020, then the proposal or nomination must be received before the later of (i) the close of business on the 10^th day following the day on whichunless we receive notice of the matter to be proposed not later than Monday, April 27, 2021. Even if proper notice is received on or prior to that date, the proxies named in our proxy for that meeting date is mailed or public disclosuremay nevertheless exercise their discretionary authority with respect to such matter by advising shareholders of that proposal and how they intend to exercise their discretion to vote on such matter, unless the meeting date is made, whichever comes first, and (ii)shareholder making the closeproposal solicits proxies with respect to the proposal to the extent required by Rule 14a-4(c)(2) under the Securities Exchange Act of business 90 days before the 2020 Annual Meeting.1934.

With respect to business to be brought before the Meeting, we have received no notices from our shareholders that we were required to include in this proxy statement.

WHERE YOU CAN FIND MORE INFORMATION

We file annual and other reports, proxy statements and other information with the United States Securities and Exchange Commission. The documents filed with the Securities and Exchange Commission are available to the public from the United States Securities and Exchange Commission’s website at www.sec.gov. Additional information regarding our Company and our business activities is available on the SEDAR website located at www.sedar.com and at our company’sCompany’s website located at http://www.lexariabioscience.com. Our company’sCompany’s financial information is provided in our company’sCompany’s audited financial statements and related management discussion and analysis for its most recently completed financial year end may be viewed on the SEDAR website.

OTHER MATTERS

Our Board of Directors does not intend to bring any other business before the Meeting and, so far as is known to our Board of Directors, no matters are to be brought before the Meeting except as specified in the Notice of Meeting. If any other matters are properly brought before the Meeting, it is the intention of the persons named on the proxy to vote the shares represented by the proxy on such matters in accordance with their judgment.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Christopher Bunka                                         

Christopher Bunka

Chairman of the Board

May 15, 201913, 2020

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Schedule “A”

THE AUDIT COMMITTEE’SCOMMITTEE'S CHARTER

As adopted by the Board of Directors and most recently amended May 1, 2019

The primary function of the audit committee (the “Committee”"Committee") is to assist the Company’s Board of Directors in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Company to regulatory authorities and shareholders, the Company’s systems of internal controls regarding finance and accounting and the Company’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:

	·	serve as an independent and objective party to monitor the Company’s financial reporting and internal control system and review the Company’s financial statements;
	·	review and appraise the performance of the Company’s external auditors; and
	·	provide an open avenue of communication among the Company’s auditors, financial and senior management and the Board of Directors.

Composition

The Committee shall be comprised of a minimum three Directors as determined by the Board of Directors of which: