{"url_path":"/sec/cwbhf/8-k/2026-06-01/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1750155/0001750155-26-000080-index.html","accession_number":"0001750155-26-000080","cik":"0001750155","ticker":"CWBHF","issuer_name":"Charlotte's Web Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1750155/0001750155-26-000080-index.html","primary_entity_key":"0001750155","primary_entity_name":"Charlotte's Web Holdings, Inc."},"word_count":617,"has_tables":true,"body_markdown":"Item 5.07 Submission of Matters to a Vote of Security Holders\n\nAt the annual general and special meeting of shareholders of the Company held virtually on May 28, 2026, 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 16, 2026, and on SEDAR+ on April 16, 2026. The total number of votes cast at the annual general and special meeting was 96,513,512, representing 60.1% of the total number of votes attached to the outstanding voting shares of the Company.\n\nProposal No. 1: To set the number of directors of the Company at six.\n\nThe shareholders ratified the setting of the number of directors of the Company at six (6) directors.\n\nVotes For\n\nVotes Against\n\nAbstain\n\n95,340,748\n\n1,172,764\n\n0\n\nProposal No. 2: To elect directors for the forthcoming year.\n\nThe 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:\n\nName of Director Nominee\n\nVotes For\n\nVotes Withheld\n\nAbstain\n\nBroker Non-Votes\n\nMatthew McCarthy\n\n49,512,385\n\n0\n\n2,034,163\n\n44,966,964\n\nAngela McElwee\n\n37,597,387\n\n0\n\n13,949,161\n\n44,966,964\n\nWilliam Morachnick\n\n47,775,558\n\n0\n\n3,770,990\n\n44,966,964\n\nJared Stanley\n\n46,776,458\n\n0\n\n4,770,090\n\n44,966,964\n\nMaureen Usifer\n\n49,462,870\n\n0\n\n2,083,678\n\n44,966,964\n\nM. Borgia Walker\n\n47,934,484\n\n0\n\n3,612,064\n\n44,966,964\n\nProposal No. 3: To appoint PKF O’Connor Davies LLP as auditors for the ensuing fiscal year ending December 31, 2026 and the authorization of the board of directors to fix the remuneration to be paid to the auditors.\n\nThe shareholders ratified the appointment of PKF O’Connor Davies LLP as the Company’s auditors for the ensuing fiscal year ending December 31, 2026 and the authorization of the board of directors to fix the remuneration of the auditors.\n\nVotes For\n\nVotes Against\n\nAbstain\n\n90,245,431\n\n \n\n0\n\n6,268,081\n\nProposal No. 4: To approve the ordinary resolution (the \"Transaction Resolution\") authorizing and approving the amendment (the \"Amendment\") of the Company's C$75,341,080 principal amount convertible debenture held by BT DE Investments Inc. (“BAT”), a wholly owned subsidiary of British American Tobacco p.l.c., issued on November 14, 2022 (the “Convertible Debenture”) and the issuance of common shares of the Company (\"Common Shares\") that may be required to be issued to BAT upon: (i) the conversion (the “Conversion”) of the Convertible Debenture; and (ii) the concurrent equity investment in the Company by BAT (the “Investment”, and together with the Amendment and the Conversion, the “Transaction”), where such Transaction would, (x) “materially affect control” (as such term is defined in the Toronto Stock Exchange Company Manual) of the Company through the creation of a new “Control Person” (as such term is defined in the Securities Act (British Columbia)); and (y) result in the issuance of greater than 25% of the number of Common Shares issued and outstanding prior to the closing of the Transaction.\n\nThe shareholders approved the Transaction Resolution authorizing and approving the Amendment of the Convertible Debenture and the issuance of Common Shares that may be required to be issued to BAT upon: (i) the Conversion of the Convertible Debenture; and (ii) the concurrent Investment in the Company by BAT, where such Transaction would, (x) “materially affect control” (as such term is defined in the Toronto Stock Exchange Company Manual) of the Company through the creation of a new “Control Person” (as such term is defined in the Securities Act (British Columbia)); and (y) result in the issuance of greater than 25% of the number of Common Shares issued and outstanding prior to the closing of the Transaction\n\nVotes For\n\nVotes Against\n\nAbstain\n\nBroker Non-Votes\n\n48,498,268\n\n3,048,280\n\n0\n\n44,966,964"}