8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 22, 2022

Charlotte’s Web Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

British Columbia	000-56364	98-1508633
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1801 California Street, Suite 4800 Denver, Colorado	80202
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (720) 617-7303

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the annual general meeting of shareholders of Charlotte's Web Holdings, Inc. (the “Company”) held on June 22, 2022, 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 28, 2022 and on SEDAR on April 28, 2022. The total number of votes cast at the annual general meeting was 47,203,015, representing 32.51% 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 five.

The shareholders ratified the setting of the number of directors of the Company at five (5) directors.

Votes For	Votes Against
18,900,162	541,308

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
John Held	18,090,259	1,351,211	27,761,545
Jacques Tortoroli	18,394,916	1,046,554	27,761,545
Jean Birch	18,261,129	1,180,341	27,761,545
Susan Vogt	18,145,747	1,295,723	27,761,545
Tim Saunders	18,247,008	1,194,462	27,761,545

Proposal No. 3: To appoint Ernst & Young LLP as auditors for the ensuing fiscal year ending December 31, 2022 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, 2022 and the authorization of the board of directors to fix the remuneration of the auditors.

Votes For	Votes Withheld
45,895,000	1,308,015

Item 7.01 Regulation FD Disclosure.

 On June 23, 2022, the Company issued a press release announcing the results from its 2022 annual general meeting of shareholders held on June 22, 2022 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.

Item 9.01.		Financial Statements and Exhibits.
	(d)	Exhibits:

Exhibit No.	Description
99.1*	Press release issued by Charlotte’s Web Holdings, Inc. on June 23, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document

* This 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

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 24, 2022	By:	/s/ Stephen Rogers
		Stephen Rogers
		Senior Vice President - General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

 

News Release

Charlotte's Web Announces Shareholder Meeting Voting Results

DENVER, CO. – June 23, 2022 - (TSX:CWEB) (OTCQX:CWBHF) Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company") is pleased to announce the results from its 2022 annual general meeting of shareholders held on June 22, 2022 via live audio webcast (the "Meeting"). Each of the matters voted upon at the Meeting is discussed in detail in the Company's Proxy Statement dated April 28, 2022, a copy of which is available on the Company's SEDAR profile at www.sedar.com and on EDGAR at www.sec.gov.

The total number of votes cast at the Meeting was 47,203,015, representing 32.51% of the total number of votes attached to the outstanding voting shares of the Company. According to the proxies received, the results of the vote for the election of directors were as follows:

Nominee	# Votes For	% Votes For	# Votes Withheld	% Votes Withheld
John Held	18,090,259	93.04%	1,351,211	6.96%
Jacques Tortoroli	18,394,916	94.61%	1,046,554	5.39%
Jean Birch	18,261,129	93.92%	1,180,341	6.08%
Susan Vogt	18,145,747	93.33%	1,295,723	6.67%
Tim Saunders	18,247,008	93.85%	1,194,462	6.15%

Detailed results of the matters considered at the Meeting are reported in the Report of Voting Results as filed on the Company's SEDAR profile at www.sedar.com.

About Charlotte’s Web Holdings, Inc.

Charlotte's Web Holdings, Inc., a Certified B Corporation headquartered in Denver, is the market leader in innovative hemp extract wellness products under a family of brands which includes Charlotte's Web™, CBD Medic™, CBD Clinic™, and Harmony Hemp™. Charlotte's Web branded premium quality products start with proprietary hemp genetics that are 100-percent American farm -grown using organic and regenerative cultivation practices. The Company’s hemp extracts have naturally occurring botanical compounds including cannabidiol ("CBD"), CBC, CBG, terpenes, flavonoids, and other beneficial compounds. Charlotte's Web product categories include full-spectrum hemp CBD oil tinctures (liquid products), CBD gummies (sleep, stress, exercise recovery), CBD capsules, CBD topical creams and lotions, as well as CBD pet products for dogs. Through its vertically integrated business model, Charlotte’s Web maintains stringent control over product quality and consistency with 20+ product lot testing for quality assurance. Charlotte’s Web products are distributed to more than 15,000 retail, over 8,000 health care practitioners, and online through the Company's website at www.CharlottesWeb.com.

Forward-Looking Information

Certain information in this news release constitutes forward-looking statements and forward-looking information (collectively, ‎‎"forward-looking information"). In some cases, but not necessarily in all cases, forward looking information can be identified by the ‎use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", ‎‎"is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and ‎phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be ‎achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or ‎circumstances contain forward-looking information. ‎

Statements containing forward-looking information are not historical facts but instead represent management's current ‎expectations, estimates and projections regarding the future of our business, future plans, strategies, projections, anticipated events ‎and trends, the economy and other future conditions. Forward-looking information is necessarily based on a number of opinions, ‎assumptions and estimates that, while considered reasonable by the Company as of the date of this news release, are subject to ‎known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, ‎performance or achievements to be materially different from those expressed or implied by such forward-looking information. Important factors that could cause actual results and financial condition to differ materially from those indicated in the forward-looking information include, among others, the factors discussed throughout the "Risk Factors" section of the Company's most recently filed annual information form available on www.SEDAR.com and in the Company's most recently filed Form 10, as amended, and other filings with the Securities and Exchange Commission available on www.SEC.com. Except as required by applicable securities laws, the Company undertakes no obligation to publicly update any forward-looking information, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

For more information:

Investor Contact:

Cory Pala | Director of Investor Relations

(720) 484-8930

Cory.Pala@CharlottesWeb.com

Charlotte’s Web Holdings, Inc.  

THE WORLD’S MOST TRUSTED HEMP EXTRACT™ 

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Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jun. 22, 2022
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Entity Address, Address Line Two	Suite 4800
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