Charlotte's Web Holdings Reports Director Changes & Officer Comp

TL;DR

Board shakeup at Charlotte's Web: Directors out, new ones in, and exec pay adjustments filed.

AI Summary

Charlotte's Web Holdings, Inc. filed an 8-K on June 14, 2024, reporting on several key events. These include the departure of directors, election of new directors, and updates to compensatory arrangements for certain officers. The filing also covers the submission of matters to a vote of security holders and includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board and officer roles, along with compensatory arrangements, can indicate internal shifts that may carry associated risks.

Key Players & Entities

• Charlotte's Web Holdings, Inc. (company) — Registrant
• June 13, 2024 (date) — Date of earliest event reported
• June 14, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $5,769 — ley will receive a bi-weekly payment of $5,769.23, plus reimbursement of reasonable ex

Filing Documents

• form8k.htm (8-K) — 49KB
• ex991.htm (EX-99.1) — 16KB
• headerlogo.jpg (GRAPHIC) — 46KB
• 0001279569-24-000736.txt ( ) — 301KB
• cwbhf-20240613.xsd (EX-101.SCH) — 3KB
• cwbhf-20240613_lab.xml (EX-101.LAB) — 33KB
• cwbhf-20240613_pre.xml (EX-101.PRE) — 22KB
• form8k_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. At the annual general meeting of shareholders of the Company held on June 13, 2024, the Company's shareholders voted on the following proposals, each of which is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2024 and on SEDAR on April 29, 2024. The total number of votes cast at the annual general meeting was 62,034,339, representing 39.4% of the total number of votes attached to the outstanding voting shares of the Company. Proposal No. 1: To set the number of directors of the Company at six. The shareholders ratified the setting of the number of directors of the Company at six (6) directors. Votes For Votes Against 59,803,233 2,231,106 Proposal No. 2: To elect directors for the forthcoming year. The shareholders voted to elect the following individuals as directors of the Company until the next annual meeting of shareholders at which election of directors is considered, or until his or her successor is duly elected or appointed: Name of Director Nominee Votes For Votes Withheld Broker Non-Votes Jonathan Atwood 23,194,494 1,312,418 37,527,427 Matthew McCarthy 23,263,588 1,243,324 37,527,427 Angela McElwee 23,322,998 1,183,914 37,527,427 Maureen Usifer 23,337,133 1,169,779 37,527,427 Jared Stanley 23,333,518 1,173,394 37,527,427 William Morachnick 23,295,258 1,211,654 37,527,427 Proposal No. 3: To appoint Ernst & Young LLP as auditors for the ensuing fiscal year ending December 31, 2024 and the authorization of the board of directors to fix the remuneration to be paid to the auditors. The shareholders ratified the appointment of Ernst & Young LLP as the Company's auditors for the ensuing fiscal year ending December 31, 2024 and the authorization of the board of directors to fix the remuneration of the auditors. Votes For Votes Withheld 60,881,61

01

Item 7.01 Regulation FD Disclosure. On June 14, 2024, the Company issued a press release announcing the results from its 2024 annual general and special meeting of shareholders held on June 13, 2024 via live audio webcast. A copy of the press release is filed as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information in this Item 7.01 of this Form 8-K is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 99.1* Press release issued by Charlotte's Web Holdings, Inc. on June 14, 2024 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document * Exhibit 99.1 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CHARLOTTE'S WEB HOLDINGS, INC. Date: June 14, 2024 By: /s/ Stephen Rogers Stephen Rogers Senior Vice President - General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR