ycbd_defa14a
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. __)
Filed by the Registrant
☑
Filed by a Party
other than the Registrant ☐
Check the
appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, For Use of the Commission Only (As Permitted by Rule
14a-6(e)(2))
☐
Definitive Proxy Statement
☑
Definitive Additional Materials
☐
Soliciting Material under Rule 14a-12
cbdMD, Inc.
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(Name of Registrant as Specified In Its Charter)
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Not
Applicable
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing
Fee (Check the appropriate box):
☑ No
fee required
☐ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction
applies:
(2) Aggregate
number of securities to which transaction applies:
(3) Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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maximum aggregate value of transaction:
(5) Total
fee paid:
☐ Fee
paid previously with preliminary materials.
☐ Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date
of its filing.
(1) Amount
Previously Paid:
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Schedule or Registration Statement No.:
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Party:
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Filed:
cbdMD, INC.
ADDITIONAL INFORMATION REGARDING THE 2020 ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD ON THURSDAY, APRIL 23, 2020
The
following Notice of Change of Location relates to the proxy
statement of cbdMD, Inc. (“cbdMD”) dated March 11, 2020,
furnished to shareholders of the Company in connection with the
solicitation of proxies by cbdMD’s board of directors for use
at the 2020 annual meeting of shareholders to be held on Thursday,
April 23, 2020 at 1:00 p.m. Eastern time. In addition, on
April 9, 2020, the Company issued the following press release
related to the change to a virtual format.
This
supplement to the proxy statement (“Supplement”) is being filed with
the Securities and Exchange Commission and is being made available
to shareholders on or about April 9, 2020.
THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY
STATEMENT.
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cbdMD, INC.
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CONTROL
ID:
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REQUEST
ID:
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IMPORTANT NOTICE REGARDING
A CHANGE OF THE LOCATION OF THE 2020 ANNUAL MEETING OF
SHAREHOLDERS
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DATE:
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APRIL
23, 2020
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TIME:
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1:00 P.M. LOCAL TIME
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LOCATION:
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HTTPS://WWW.IPROXYDIRECT.COM/YCBD
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THE 2020 ANNUAL MEETING OF SHAREHOLDERS (THE “2020 ANNUAL
MEETING”) OF cbdMD, INC. (THE “COMPANY”) WILL
STILL BE HELD ON APRIL 23, 2020 AT 1:00 P.M. EASTERN TIME, BUT IN
A VIRTUAL MEETING
FORMAT ONLY. SHAREHOLDERS MAY
ATTEND THE 2020 ANNUAL MEETING BY VISITING https://www.issuerdirect.com/virtual-event/ycbd .
IN ORDER TO ATTEND THE VIRTUAL 2020 ANNUAL MEETING, SHAREHOLDERS
MUST ENTER THE CONTROL NUMBER FOUND ON THEIR PROXY CARD OR VOTING
INSTRUCTION FORM WHICH SHAREHOLDERS PREVIOUSLY
RECEIVED.
AS DESCRIBED IN THE PROXY MATERIALS FOR THE 2020 ANNUAL MEETING
DATED MARCH 11, 2020, ORIGINALLY MAILED TO SHAREHOLDERS ON OR ABOUT
MARCH 11, 2020, SHAREHOLDERS OF THE COMPANY ARE ENTITLED TO NOTICE
OF, AND TO VOTE AT THE 2020 ANNUAL MEETING, IF THEY WERE A
SHAREHOLDER OF RECORD AS OF THE CLOSE OF BUSINESS ON MARCH 10,
2020, THE RECORD DATE.
SHAREHOLDERS MAY VOTE DURING THE 2020 ANNUAL MEETING BY FOLLOWING
THE INSTRUCTIONS AVAILABLE ON THE MEETING WEBSITE,
HTTPS://WWW.IPROXYDIRECT.COM/YCBD,
DURING THE MEETING. WHETHER
OR NOT SHAREHOLDERS PLAN TO VIRTUALLY ATTEND THE 2020 ANNUAL
MEETING, THE COMPANY URGES SHAREHOLDERS TO VOTE AND SUBMIT THEIR
PROXY IN ADVANCE OF THE MEETING BY ONE OF THE METHODS DESCRIBED IN
THE PROXY MATERIALS FOR THE 2020 ANNUAL MEETING. THE PROXY CARD
INCLUDED WITH THE PROXY MATERIALS PREVIOUSLY DISTRIBUTED WILL NOT
BE UPDATED TO REFLECT THE CHANGE IN LOCATION AND MAY CONTINUE TO BE
USED TO VOTE SHAREHOLDERS’ SHARES IN CONNECTION WITH THE 2020
ANNUAL MEETING. IF YOU HOLD YOUR SHARES IN A
BROKERAGE ACCOUNT IN YOUR BROKER’S OR ANOTHER NOMINEE’S
NAME (HELD IN “STREET NAME”), YOU ARE A BENEFICIAL
OWNER AND YOU SHOULD FOLLOW THE
VOTING DIRECTIONS PROVIDED BY YOUR BROKER OR
NOMINEE.
IF YOU
WANT TO RECEIVE A PAPER COPY OF THE PROXY MATERIALS YOU MUST
REQUEST ONE. THERE IS NO CHARGE TO YOU FOR REQUESTING A COPY. TO
FACILITATE TIMELY DELIVERY PLEASE MAKE THE REQUEST BEFORE APRIL 16,
2020.
PLEASE NOTE - THIS IS NOT A PROXY CARD - YOU CANNOT VOTE BY
RETURNING THIS CARD
FOR IMMEDIATE RELEASE:
cbdMD, Inc. Changes its 2020 Annual Meeting of Shareholders to a
Virtual Format
CHARLOTTE, NC – April 9, 2020. cbdMD, Inc. (NYSE:
YCBD, YCBD PR A) today announced that the location of its 2020
annual meeting of shareholders will be changed from an in person
meeting to a virtual format. The 2020 annual meeting of
shareholders, which was previously announced in cbdMD’s
Notice of 2020 Annual Meeting of Shareholders and Proxy Statement
and filed with the Securities and Exchange Commission
(“SEC”) on March 11, 2020, and originally mailed to
shareholders on or about March 11, 2020, will still be held on
April 23, 2020 beginning at 1:00 p.m. Eastern time, but in a
virtual meeting format only, available at https://www.issuerdirect.com/virtual-event/ycbd.
Due to the emerging public health impact of the Covid-19 pandemic,
the “stay at home” order issued on March 27, 2020 by
the Governor of the State of North Carolina where cbdMD’s
offices are located, and to support the health and well-being of
cbdMD’s employees, shareholders, and partners, cbdMD has
decided to hold the 2020 annual meeting of shareholders in a
virtual meeting format only. Shareholders will not be able to
attend the 2020 annual meeting physically. In order to attend the
virtual annual meeting, shareholders must enter the control number
found on their proxy card or voting instruction form which
shareholders previously received.
As
described in the proxy materials for the 2020 annual meeting dated
March 11, 2020, shareholders are entitled to notice of, and to vote
at the annual meeting, if they were a shareholder of record as of
the close of business on March 10, 2020, the record date.
Shareholders may vote during the 2020 annual meeting by following
the instructions available on the meeting website, https://www.iproxydirect.com/ycbd,
during the meeting. Whether or not shareholders plan to virtually
attend the 2020 annual meeting, cbdMD urges shareholders to vote
and submit their proxy in advance of the meeting by one of the
methods described in the proxy materials for the annual meeting.
The proxy card included with the proxy materials previously
distributed will not be updated to reflect the change in location
and may continue to be used to vote shareholders’ shares in
connection with the 2020 annual meeting. If you hold your shares in
a brokerage account in your broker’s or another
nominee’s name (held in “street name”), you are a
beneficial owner and you should follow the voting directions
provided by your broker or nominee.
To
access cbdMD’s Notice of 2020 Annual Meeting of Shareholder
and Proxy Statement as filed with the SEC on March 11, 2020 online,
please visit the SEC’s website at www.sec.gov.
About cbdMD, Inc.
cbdMD,
Inc. (NYSE American: YCBD and NYSE American: YCBD PR A) owns and
operates the nationally recognized consumer cannabidiol (CBD) brand
cdbMD, whose current products include CBD gummies, CBD tinctures,
CBD topical, CBD bath bombs, CBD oils and CBD pet products. cbdMD,
Inc. is a nationally recognized consumer cannabidiol (CBD) brand
whose current products include CBD tinctures, CBD gummies, CBD
topicals, CBD bath bombs, and CBD pet products. cbdMD is also the
proud partner with the Big 3 Basketball League, Barstool Sports,
Bellator MMA (a subsidiary of Viacom: NASDAQ:VIA), Life Time
Fitness and Nitro Circus. To learn more about cbdMD, Inc. and our
comprehensive line of over 100 SKU’s of U.S. produced,
THC-free CBD products, please visit: www.cbdmd.com or
follow cbdMD on Instagram and
Facebook or
visit one of the over 4,000 retail outlets that carry cbdMD
products.
Forward looking statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
The words "believe," "may," "estimate," "continue," "anticipate,"
"intend," "should," "plan," "could," "target," "potential," "is
likely," "will," "expect" and similar expressions, as they relate
to us, are intended to identify forward-looking statements. cbdMD,
Inc. has based these forward-looking statements largely on our
current expectations and projections about future events and
financial trends that we believe may affect our financial
condition, results of operations, business strategy and financial
needs. Some or all of the results anticipated by these
forward-looking statements are unknown at this time. Further
information on cbdMD’s risk factors is contained in Annual
Report on Form 10-K for the year ended September 30, 2019, as
amended, and its other filings with the SEC. Any forward-looking
statement made by us herein speaks only as of the date on which it
is made. Factors or events that could cause our actual results to
differ may emerge from time to time, and it is not possible for us
to predict all of them. cbdMD, Inc. undertakes no obligation to
publicly update any forward-looking statement, whether as a result
of new information, future developments or otherwise, except as may
be required by law. The information which appears on our websites
and our social media platforms, including, but not limited to,
Instagram and Facebook, is not part of this press
release.
Contact:
Investors:
John
Weston
Director
of Investor Relations
john.weston@cbdmd.com
704-249-9515
cbdMD,
INC. |
CONTROL ID:
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REQUEST ID:
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IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS
for the Annual Meeting of Stockholders
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DATE:
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thursday, april 23, 2020
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TIME:
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1:00 p.m. local time
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LOCATION:
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8845 red oak boulevard, charlotte, nc
28217
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HOW TO REQUEST PAPER COPIES OF OUR MATERIALS
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PHONE:
Call toll free
1-866-752-8683
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FAX:
Send this card to
202-521-3464
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INTERNET:
https://www.iproxydirect.com/ycbd
and follow the on-screen instructions.
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EMAIL:
proxy@iproxydirect.com.
Include your Control ID in your email.
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This communication represents a notice to access a more complete
set of proxy materials available to you on the Internet. We
encourage you to access and review all of the important information
contained in the proxy materials before voting. The proxy statement
is available at: https://www.iproxydirect.com/ycbd
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If you want to receive a paper copy of the proxy materials you must
request one. There is no charge to you for requesting a
copy. To facilitate timely delivery please make the request,
as instructed above, before april 9, 2020.
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you may enter your voting instructions at https://www.iproxydirect.com
/ycbd
until 11:59 pm eastern time april 22, 2020.
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The purposes of
this meeting are as follows:
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1. the election of six
directors;
2. the ratification of the
appointment of Cherry Bekaert llp as our independent registered
public firm; and
3. any
other business as may properly come before the
meeting.
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Pursuant to Securities and Exchange Commission rules, you are
receiving this Notice that the proxy materials for the Annual
Meeting are available on the Internet. Follow the instructions
above to view the materials and vote or request printed
copies.
The board of directors has fixed the close of business on march 10,
2020 as the record date for the determination of stockholders
entitled to receive notice of the Annual Meeting and to vote the
shares of our common stock, par value $.001 per share, they held on
that date at the meeting or any postponement or adjournment of the
meeting.
The Board of Directors recommends that you vote ‘for’
all proposals above.
Please note - This is not a Proxy Card - you cannot vote by
returning this card
cbdMD, Inc.
SHAREHOLDER SERVICES
1Glenwood Avenue Suite 1001
Raleigh NC 27603
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FIRST-CLASS
MAIL
US
POSTAGE
PAID
RALEIGH
NC
PERMIT
# 870
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TIME
SENSITIVE SHAREHOLDER INFORMATION ENCLOSED
IMPORTANT
SHAREHOLDER INFORMATION
YOUR VOTE IS
IMPORTANT