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Some thoughts. But first I should mention I did sell yesterday. I’ll just say disciplined investing and leave it at that. Ok, thoughts. First, we have SAFE as a trigger. I don’t see the firm footing I would like to see regarding this. I am aware of the Committee Chairman Sherrod Brown comments, the quote from him is “would like to” hold a vote on a marijuana banking bill this month—but said “it depends” on other priorities advancing”. This is part of the firm footing I’m missing. What I want to see is this. We are having a vote, then having the vote pass, afterward when does it take effect and are there any entanglements associated with it. Maybe all of that will come, but until it does, I don’t have that firm footing. We also have a few other factors to consider past the trigger. Are MOMO’s jumping in, that would be for the short term of course, answer is IDK. Could we have FOMO people jumping in, sure but again IDK. Could shorts be involved with covering, again IDK. And since it’s the first week of the new qt, could this be linked to any dilution from the company that we will not find out about till mid NOV. Again, I don’t know.
Currently from the charts we just went over the overbought mark on the RSI. Anyway, just some thoughts with a lot of IDK causing a lack of clarity for me. All IMO.
Now back to enjoying summer.
The discussion we have been talking about here is directly tied to the company. But since you included other matters lets go ahead with those. I don’t need to under/over estimate any of that as I have IMO my 1 vote and I vote whatever is the best choice. The one that makes sense. As far as replacing those 4 functions, I will simply disagree with how easy it would be, especially if were talking in a less than decade time frame not to mention the cost of doing so. I tend to believe 2016 was a fluke driven not only by big promises, but also social media intermixed with “help” from China and Russia in the spreading of falsehoods. I don’t believe that trick will work again to the same degree. In fact, even with it Trump still lost the popular vote. If Hillary was guilty throw her in jail, what was it lock her up, never happened, Mexico, still waiting for the check, however the 9 trillion added in debt for those four years are still with us. All in all, a dark experiment, that in my opinion. As far as hate, no, I leave that to the far right and left that are driven by it. I come from the silent majority which I’m here to tell you is alive and well. If 2016 taught us anything it is get out and vote. That is what I learned.
Well, he’s working it pretty good, but also for pretty long. The SAFE would pass on it’s own now if they don’t fool with it too much. And it’s a start. The prize is FED legal which is a bigger issue to pass. It shouldn’t be, I mean with roughly 40 states already selling grass in one form or another, it just shouldn’t be that hard. The trick is to get to the vote. If you’re a congressman/woman whose state is already on board, it doesn’t provide a lot of cover if you vote against it . There would have to be some explaining to the voters on that. Always tough to explain why the votoers are wrong, and your the one thats right. But politics being what it is we wait for that vote.
As a foot note to that, once it does pass, those fundamentals that were discussed earlier in the week would change with the newly found tax structure they would be exposed too. It will be a big deal.
Hello cabos, I would like to offer a different prospective into the fray. Yes, we both agree on the Harvest issue, but I do understand the why of it. It’s not the worst business move I’ve seen. It should also be mentioned that the greed you mentioned and the lack of results for the shareholders does not transfer to the CEO, last I looked she is still up over 100 million, or close too. I would say she has had success, shareholders not as much.
In regards to the politics and mixing with my investments, in this case it can be warranted. DeSantis does have an impact into the flow of the general thoughts coming from state into this company.
I think, again from afar, that his 15min are just about up. He’s running for an office he can’t possibly win with his current mind set.
Let me give just one example,
https://www.nbcnews.com/politics/2024-election/desantis-says-eliminate-four-federal-agencies-elected-president-rcna91733
The headline reads: Ron DeSantis says he would eliminate four federal agencies if elected president
Florida's Republican governor said he would seek to abolish the departments of Education, Commerce and Energy, as well as the IRS.
I wonder if he understands that the department of energy also controls our nuclear programs, as in nukes. Wonder how he plans to get money to the government without the IRS. Having commerce in the USA is kind of important I would think, education is also kind of nice, might be nice to keep that, but again nobody can take any of that seriously.
I’ve been around about the same amount of time as you have I believe. THAT IS THE MOST INSANELY RIDICULOUS plan for America I have ever heard.
Two things come out of that, he is not to be believed, and he has no shot, none, zip of ever being president of this country. All IMO
Trulieve Sparks Maryland Recreational Sales on July 1
11:34 am ET June 29, 2023 (PR Newswire) Print
Customer specials with local flair, swag, demonstrations, and clone sales planned in Rockville, Halethorpe and Lutherville
Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the United States, today announced customer specials planned in Halethorpe, Lutherville and Rockville, MD with the company's signature quality cannabis clones available for limited sale at each location.
https://mma.prnewswire.com/media/1720011/Trulieve_Logo.jpg
"We are proud to be part of history as the state expands to include adult use," said Kim Rivers, CEO of Trulieve. "We look forward to commemorating the occasion on Saturday alongside the many Marylanders who voted for the freedom to use cannabis for personal consumption."
Trulieve is offering the following specials at all locations:
-- "Trulieve Recreational Starter Flight" including 3.5g of each brand Roll One, Modern Flower and Cultivar flower along with Element rolling papers and a lighter for $80 while supplies last.
-- Clones in a variety of strains for $25 each on a first come, first served basis.
-- Local cultivation managers onsite to talk with customers.
-- Swag giveaways including Khalifa Kush t-shirts and raffle for a Khalifa Kush bong.
Additionally, the Rockville location is starting celebrations at 8AM on Saturday, July 1 with a ribbon cutting, DJ Tiara LaNiece spinning and complimentary breakfast provided by local legends Call Your Mother Deli.
Trulieve has three cannabis dispensaries in the state open 9AM-9PM Monday-Saturday and 10AM-8PM Sunday with locations as follows:
-- 3531 Washington Blvd #112 Halethorpe, MD 21227
-- 1526 York Rd Lutherville-Timonium, MD 21093
-- 12200 Rockville Pike Rockville, MD 20852
For more information on store activations and locations in Maryland, please visit www.trulieve.com/dispensaries/maryland.
Yes, they do “Business fundamentals matter...” For that matter they always have. This was a very good post. Loaded with factual detail and if viewed with only with the loss of fundamentals and the Harvest buyout, it would lead one to explain the what was. However, there is more. The frenzy that occurred back in 2020 and early 21 in that very new sector of MJ created a shoot first, ask questions later as everybody wanted to capture what they thought was a proper amount of “turf” to work from. The business models and cash management were done in a rush, fomo was the concern. The Harvest buyout was a very poor business decision, and if the management were to be asked today, I think they would be lying if they said it was. Still, the story isn’t complete yet, many thought it would be by now and that would have also been factored back then. We still are waiting on SAFE and MJ being FED legit. If you factor both coming in, “at some point” then I would also think a person’s thought process would believe those to have a major factor into all the stocks in this sector. Nobody has to agree with me but I think those items will provide a rekindling of sorts. Anyway all IMO.
$83 in total trades today. $7.54 per trade. A little light.
4 hr's in $60 total traded for the day.
Added some more this afternoon. Looks like I like the high 3's. Anyway that will fill me out for this level. Now to go back and enjoy some more summer. GLTA
$827 in total trades today. Yes, thats for the whole day!. LOL
4 hr’s in. 13 trades today, $356 total trades, 27 per trade on avg. On fire with action . . . elsewhere.
Yep, CVSI will in the Longggg Run off a short plank. LOL
!
LOL. Voted for, not voted, at the end of the day the CEO got 9 percent of the vote, the other 91 percent DID NOT VOTE FOR HIM! Problems with elections much?
Spin it anyway you want, it’s still 9 percent. But it really doesn’t matter, it’s a 4 cent company going nowhere and on most days barely trading at all.
All I can say is the last vote shows the CEO only got 9 percent of the vote! To those 9 percent, what are you seeing that the 91 percent don’t. LOL. 0.04 cents tells you were the faith is. ROTFLOL!!!
Band is starting to get wet . . . . too bad for the holdouts, nowhere to run too baby, nowhere to hide. But it's ok, I'm good.
It is interesting, earlier this month they have the vote and Joseph Dowling got 13,728,267 out of 152,000,000 . If he keeps working hard. Who knows he may get up to 10 percent of the vote some day.
It’s funny, but again you have to look at who the joke’s really on.
Huge day of trading today. 24 trades for over $2500 in total trades. Dead as dead can be.
Still the band played on . . . . for now.
The only thing we have is what's in te PR.
.The Company has accepted the resignation with immediate effect of Alex D'Amico
We don't know yet why he resigned nor why it is immediate.
Charlotte's Web Announces Shareholder Meeting Voting Results and Re-Election of Board Members
Canada NewsWire
DENVER, June 16, 2023
DENVER, June 16, 2023 /CNW/ - (TSX: CWEB) (OTCQX: CWBHF) Charlotte's Web Holdings, Inc. ("Charlotte's Web" or the "Company") is pleased to announce the results from its 2023 annual general meeting of Company shareholders (the "Shareholders") held on June 15, 2023 via live audio webcast (the "Meeting").
At the Meeting, each of the incumbent directors were duly re-elected as directors of the Company and all other items, as detailed in the Company's Proxy Statement dated April 28, 2023, were also approved.
Given that certain of the directors received less than majority support at the Meeting, each such director has complied with the Company's majority voting policy (the "Majority Voting Policy") and has provided an offer to resign from the Board (the "Offers") to the Board. The Board will, in accordance with the Majority Voting Policy, make a determination in due course on whether or not to accept any Offers. A further update will be provided promptly following the Board's determination. A copy of the Majority Voting Policy is available on the Company's website at www.charlottesweb.com.
The results of the vote for the election of directors to the board of directors of the Company (the "Board") were as follows:
Nominee # Votes For % Votes For # Votes % Votes
Withheld Withheld
Jonathan
Atwood 59,504,185 97.7 % 1,380,788 2.3 %
John Held 20,028,855 32.9 % 40,856,118 67.1 %
Thomas
Lardieri 20,037,933 32.9 % 40,847,040 67.1 %
Alicia Morga 20,075,843 33.0 % 40,809,130 67.0 %
Jacques
Tortoroli 20,216,364 33.2 % 40,668,609 66.8 %
Susan Vogt 59,433,399 97.6 % 1,451,574 2.4 %
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.
Trulieve Announces Appointment Of Tim Mullany As Chief Financial Officer >TRUL.L
Today 8:59 AM ET (Dow Jones)Print
2023-06-19 12:59:00 GMT Press Release: Trulieve Announces Appointment of Tim Mullany as Chief Financial Officer
Trulieve Announces Appointment of Tim Mullany as Chief Financial Officer
PR Newswire
TALLAHASSEE, Fla., June 19, 2023
TALLAHASSEE, Fla., June 19, 2023 /PRNewswire/ -- Trulieve Cannabis Corp. (CSE: TRUL) (OTCQX: TCNNF) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the United States, today announced the appointment of Tim Mullany as Chief Financial Officer, effective July 10, 2023. Mr. Mullany has over 20 years' experience in accounting and finance including prior Chief Financial Officer roles at publicly traded companies Jack in the Box Inc. and RAVE Restaurant Group.
"Mr. Mullany brings extensive financial leadership experience to Trulieve, having served as Chief Financial Officer in a diverse set of private and public companies across quick service restaurant, fitness, and financial services industries," said Kim Rivers, CEO of Trulieve. "We are pleased to welcome Tim to our executive leadership team ahead of numerous growth catalysts. His prior experience and contributions to high growth service industries are well suited to help Trulieve execute on its strategic vision in the coming years."
"Trulieve has a proven track record as an industry leader and pioneer in U.S. cannabis," said Mr. Mullany. "I look forward to working with the team as Trulieve navigates the many exciting opportunities ahead."
The Company has accepted the resignation with immediate effect of Alex D'Amico, the Company's Chief Financial Officer, and has appointed Ryan Blust, the Company's Vice President, Finance, as its interim Chief Financial Officer, effective immediately, to serve until Tim Mullany assumes the role.
Mr. Blust has over 18 years accounting and finance experience. He joined Trulieve in September 2018, and has previously served as interim CFO for the Company. Prior to joining the Company, Mr. Blust served as the Controller at Vector Solutions, a software company. Mr. Blust also served as CFO for Honeycomb Company of America, an aerospace manufacturer, and as Assistant Controller for Marinemax, a retail boat company. He began his career in public accounting in 2004, serving with both Cherry Bekaert as well as Bobbitt, Pittinger & Company.
A lot of BS to me. Just can't get past the gall of all of it.
Hard to believe this will work, let’s dial it in some.
First we have this. “Late afternoon on Friday, June 9, 2023, Joel and Jesse delivered a letter to the Board (the "Letter") ?demanding that the Board take immediate steps to facilitate the replacement of a majority of Board ?members, including all but one of the independent Board members (the "Targeted Directors") with ?four individuals selected by Joel and Jesse. Two of the four individuals proffered were Joel and Jesse ?themselves and one of the individuals is their long-standing business associate. The Letter provided that the Board acquiesce to their demands within 48 hours of receipt of the Letter. ?”
So, Joel and Jesse are demanding that they should replace 4 of the board members everybody is voting for and replace them with themselves plus two others out of the blue.
Really! And even better they have given 48 hr’s to meet their demands! WHAT!
Even better they give the shareholders no reason whatsoever to go along with this!
Then we have this “Both the Letter, and a subsequent press release issued by Joel and Jesse on June 12, 2023, advise that ?they have communicated with certain Company shareholders in an effort to reconstitute the Board. The Letter demanded that the Board waive the application of the Company's advance ?notice by-laws, which are designed to ensure that the Corporate Governance and Nominating ?Committee and the Board have sufficient time to vet potential Board nominees, including with respect ?to suitability and independence. Joel and Jesse's demands generally, and the timing specifically, are ?designed to circumvent the procedures and processes in place to protect shareholders and allow them to make an ?informed decision with respect to the election of directors”
Sure ignore the rules, policy and just do it our way where we take over, {my add you got to be kidding me} what kind of foolish thought process, not to mention gall, is this.
The company then states : There are significant ongoing business relationships between Charlotte's Web and entities in which ?Joel and/or Jesse hold direct or indirect interests, certain of which are or will be subject to Board review and approval in the near future. The Board does not intend to abrogate its fiduciary ?responsibilities to shareholders by facilitating the removal of three independent Targeted Directors in favor of non-independents. This would ?effectively hand control of the Company to individuals of which at least two have significant conflicts of interest and who have ?elected to avoid appropriate vetting procedures. Such procedures are designed ?to, among other things, protect shareholders from conflicts of interest.?
Well, I’m very interested in protecting the shareholders, not to interested in protecting what Joel or Jesse want, hell I don’t care what they want.
Then we have the mechanic’s of it all :
The Company notes that both ISS and Glass Lewis have recommended shareholders vote "FOR" the ?appointment of the nominees described in the Company's Meeting information circular.?
?Charlotte's Web has engaged DLA Piper LLP as legal advisor, Morrow Sodali (Canada) Ltd. as proxy solicitor and strategic advisor and ICR Strategic Communications as communications advisor.
What a deal this is, it’s just hard for me to believe this Joel/Jesse power move will really work.IMO
FYI- Additional Proxy Soliciting Materials (definitive) (defa14a)
June 13 2023 - 05:22PM
Edgar (US Regulatory)
UNITED 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
In connection with the previously announced annual general shareholder meeting to be held on June 15, 2023, Charlotte’s Web Holdings, Inc. issued a press release, dated June 13, 2023, responding to a letter and subsequent press release issued by Joel and Jesse Stanley regarding the replacement of a majority of the board of directors. A copy of the press release is being filed herewith as soliciting material.
PRESS RELEASE
Charlotte's Web Comments on Letter
from Joel and Jesse Stanley
The Board of Directors, as well as Institutional Shareholder Services (“ISS”) and Glass Lewis and ?Co., LLC (“Glass Lewis”), recommend that shareholders vote “FOR” ?each of the Company’s ?nominees for election to the Board at the upcoming Annual Meeting.
LOUISVILLE, Colo., June 13, 2023 - (TSX: CWEB) (OTCQX: CWBHF), Charlotte's Web Holdings, Inc. ??("Charlotte's Web" or the "Company"), the market leader in full spectrum hemp extract wellness ?products, comments on certain demands made to the Company’s Board of Directors (the “Board”) by ?Joel and Jesse Stanley (“Joel and Jesse”) in connection with the Company’s upcoming June 15, 2023 annual ?general shareholder meeting (the “Meeting”)?.
Late afternoon on Friday, June 9, 2023, Joel and Jesse delivered a letter to the Board (the “Letter”) ?demanding that the Board take immediate steps to facilitate the replacement of a majority of Board ?members, including all but one of the independent Board members (the “Targeted Directors”) with ?four individuals selected by Joel and Jesse. Two of the four individuals proffered were Joel and Jesse ?themselves and one of the individuals is their long-standing business associate. The Letter provided that the Board acquiesce to their demands within 48 hours of receipt of the Letter. ?
Both the Letter, and a subsequent press release issued by Joel and Jesse on June 12, 2023, advise that ?they have communicated with certain Company shareholders in an effort to reconstitute the Board. The Letter demanded that the Board waive the application of the Company’s advance ?notice by-laws, which are designed to ensure that the Corporate Governance and Nominating ?Committee and the Board have sufficient time to vet potential Board nominees, including with respect ?to suitability and independence. Joel and Jesse’s demands generally, and the timing specifically, are ?designed to circumvent the procedures and processes in place to protect shareholders and allow them to make an ?informed decision with respect to the election of directors. ?
There are significant ongoing business relationships between Charlotte’s Web and entities in which ?Joel and/or Jesse hold direct or indirect interests, certain of which are or will be subject to Board review and approval in the near future. The Board does not intend to abrogate its fiduciary ?responsibilities to shareholders by facilitating the removal of three independent Targeted Directors in favor of non-independents. This would ?effectively hand control of the Company to individuals of which at least two have significant conflicts of interest and who have ?elected to avoid appropriate vetting procedures. Such procedures are designed ?to, among other things, protect shareholders from conflicts of interest.?
The Board has a duty to act in the best interests of all its shareholders and to protect Company assets. ?The Board and the Company intend to comply with all legal requirements and appropriate protocols, as ?well as TSX and shareholder-approved Company policies, in connection with the election and ?appointment of any Board members. ?
The Company notes that both ISS and Glass Lewis have recommended shareholders vote “FOR” the ?appointment of the nominees described in the Company’s Meeting information circular.?
Charlotte's Web has engaged DLA Piper LLP as legal advisor, Morrow Sodali (Canada) Ltd. as proxy solicitor and strategic advisor and ICR Strategic Communications as communications advisor.
Please note you can vote again if you have already voted - the last vote that you submit will be the one that officially counts toward the election results.
Please submit your vote before the date indicated on your voting instruction form, or, if voting by proxy, by no later than 11:59 P.M. (Eastern Time) on Wednesday, June 14, 2023.
If you have any questions or require assistance with the completion and delivery of your proxy, please contact Morrow Sodali, our proxy solicitation agent, by telephone at 1.888.777.2092 (North American Toll Free); or 1.289.695.3075 (Collect Outside North America); or by email at assistance@morrowsodali.com.
Registered Holders:
If your shares are held in your own name and represented by a physical certificate, you are a "registered shareholder" and a Form of Proxy was mailed to you with your circular. You can vote via the following methods:
• Internet - Visit www.proxyvote.com or scan the QR Barcode on your form of proxy,
• Telephone - from a touch-tone telephone call 1-800-690-6903 to transmit your voting instructions. Have your proxy card in hand when you call and then follow the instructions.
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 that includes Charlotte's Web™, CBD Medic™, and CBD Clinic™. Charlotte’s Web whole-plant CBD extracts come in full-spectrum and broad-spectrum (THC-free) options, including ReCreate™ by Charlotte’s Web, the world’s only broad-spectrum CBD certified NSF for Sport®, which is the official CBD of Major League Baseball©. Charlotte's Web branded premium quality products start with proprietary hemp genetics that are 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. The Company's CW Labs R&D division advances hemp science at a center of excellence in Louisville, Colorado. Charlotte’s Web product categories include 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 substantially 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 retailers and health care practitioners throughout the U.S.A, and online through the Company's website at www.charlottesweb.com.
Interesting times. And like most of the cases of this nature it’s what we don’t know that’s the real cause of this motivation. Many here can guess but nobody will really know. And again, that’s the reason that makes this interesting. Won’t have long to wait.
Trulieve Opening New Dispensary in Phoenix, Arizona
7:56 am ET June 13, 2023 (PR Newswire) Print
Opening of Trulieve dispensary on Tatum Blvd. continues brand promise of offering the right products at the right price in the right place in growing Phoenix market
Trulieve Cannabis Corp. (CSE:TRUL) (OTCQX:TCNNF) ("Trulieve" or "the Company"), a leading and top-performing cannabis company in the United States, today announced the opening of a new dispensary in Phoenix, AZ. Located at 16635 N. Tatum Boulevard, the doors will open at 8 AM on Tuesday, June 13, 2023, with ongoing hours of 8 AM to 10 PM seven days a week.
https://mma.prnewswire.com/media/2099633/Trulieve_Tatum_NOW_OPEN_sign.jpg
"Trulieve is a proud member of the Arizona community and this new location on Tatum Boulevard is a continuation of our brand promise todeliver exceptional customer experiences, as well as provide the right products at the right price in the right place," said Kim Rivers, CEO of Trulieve. "This new location will offer a wide variety of popular products including Trulieve brands such as Alchemy, Avenue, Co2lors, loveli, Modern Flower, Muse, and Roll One."
Trulieve invites the Arizona community to join in celebrating this new recreational marijuana dispensary on Saturday, June 17 with partner giveaways, DJs, a coffee truck, special discounts and more, starting at 8 AM.
Trulieve entered the Arizona market in October 2021 as part of its acquisition of Harvest Health & Recreation, Arizona's largest cannabis retailer. Harvest and Trulieve-affiliateddispensaries in Arizonaare in Apache Junction, Avondale, Casa Grande, Chandler, Cottonwood, Glendale, Guadalupe, Mesa, Peoria, Phoenix, Scottsdale, Sierra Vista, Tempe, and Tucson.
For more information on store activations and locations in Arizona, please visit www.trulieve.com/dispensaries/arizona.
About TrulieveTrulieveis an industry leading, vertically integrated cannabis company and multi-state operator in theU.S.,with established hubs in the Northeast, Southeast, and Southwest, anchored by leading market positions inArizona,Florida, andPennsylvania.Trulieve is poised for accelerated growth and expansion, building scale in retail and distribution in new and existing markets through its hub strategy. By providing innovative, high-quality products across its brand portfolio, Trulieve delivers optimal customer experiences and increases access to cannabis, helping patients and customers to live without limits. Trulieve is listed on the CSE under the symbol TRUL and trades on the OTCQX market under the symbol TCNNF. For more information, please visitTrulieve.com.
Charlotte's Web's Board Refuses to Engage with its Largest Shareholders
7:00 am ET June 13, 2023 (BusinessWire) Print
Despite strong support for change to the board of directors (the "Board") of Charlotte's Web Holdings, Inc. (TSX: CWEB) (OTCQX: CWBHF) ("Charlotte's Web" or the "Company") ahead of the annual general meeting of shareholders scheduled to be held on June 15, 2023 (the "Meeting"), the Board has refused to engage with Jesse and Joel Stanley (the "Concerned Shareholders"), co-founders of Charlotte's Web, instead telling them to talk to the Company's lawyers.
"One of the number one responsibilities of a director is to engage with their shareholders, understand their views, and, while those views may differ, engage in a constructive dialogue for the betterment of all shareholders. On all accounts this Board has failed," said Jesse Stanley, co-founder of the Company. "We would like to thank the shareholders who have reached out to us since we made our desire for change public. We share both their surprise and disappointment that, rather than facilitate a smooth and cost-efficient transition, the Board has been silent. Shareholders are justifiably concerned about what costly entrenchment tactics the Board may employ in an attempt to delay inevitable change supported by the founders and largest shareholder group."
On June 12, 2023, following a weekend of silence from the Company, the Concerned Shareholders were forced to announce in a press release that they have submitted instructions to "WITHHOLD" votes for four of six of the Company's director nominees - namely, John Held, Jacques Tortoroli, Thomas Lardieri and Alicia Morga (the "Subject Directors"). Certain supporting shareholders (the "Supporting Shareholders") have also submitted instructions to "WITHHOLD" votes for the Subject Directors ahead of the Meeting.
The Concerned Shareholders and the Supporting Shareholders collectively represent 24.66% of the common shares of the Company ("Common Shares") entitled to vote at the Meeting. This represents a significant majority of those shareholders expected to be represented at the Meeting given the historical voter turnout for the election of directors and indicates that change is imminent.
The Concerned Shareholders have proposed to the Company that Subject Directors not stand for election, and the Board waive the Company's advance notice requirements, which would allow the Concerned Shareholders to nominate Joel Stanley, Jesse Stanley, Lynn Kehler and Angela McElwee for election as directors of the Company at the Meeting.
"We believe that with the right leadership moving forward, Charlotte's Web's best days are yet to come. The Board needs to return to a founder's mentality, end wasteful spending and assemble a team that knows what it takes to grow the Company," said Joel Stanley, co-founder of the Company. "We support the election of Susan Vogt and Jonathan Atwood and we believe their experience will remain a valuable asset to the newly constituted Board. We are hopeful that Susan and Jonathan are as committed to putting the interests of shareholders first as we are and that they will act as a voice of reason to any Board members that may be more focused on keeping their jobs than creating shareholder value. We remain ready and open to engage and hope they can encourage their director colleagues to do the same."
The Concerned Shareholders are also calling for an independent chair to preside over the Meeting as concerns regarding the entrenched nature of the current Board grows. An independent chair, untethered from board members looking out for their own interests, can impartially oversee the annual meeting and facilitate fair proceedings. In particular, an independent chair may determine that waiving the advance notice requirements and avoiding the cost and expense of another shareholders meeting is in the best interests of the Company.
IT'S NOT TOO LATE -- YOU CAN STILL CHANGE YOUR VOTE!
THE CONCERNED SHAREHOLDERS ENCOURAGE FELLOW SHAREHOLDERS TO "WITHHOLD" VOTES FOR JOHN HELD, JACQUES TORTOROLI, THOMAS LARDIERI AND ALICIA MORGA. DOING SO WILL HELP BRING ABOUT THE POSITIVE CHANGE THAT CHARLOTTE'S WEB NEEDS.
If you are a beneficial shareholder (hold shares through a financial intermediary) or a registered shareholder (hold shares in certificate form) you may immediately change your vote online by using a 16-digit control number at www.proxyvote.com or by calling 1-800-690-6903.
Your control number can be found with the proxy materials mailed to you. If you do not have your materials, you can request your control number by email at shareholder@broadridge.com or by calling 1-800-353-0103.
Need more information or need help voting? Call Kingsdale Advisors on 1-888-564-7333 or email contactus@kingsdaleadvisors.com.
ADVISORS
Kingsdale Advisors ("Kingsdale") is acting as strategic shareholder and communications advisor and Fasken Martineau DuMoulin LLP is acting as legal advisors to the Concerned Shareholders.
INFORMATION IN SUPPORT OF PUBLIC BROADCAST SOLICITATION
The following information is provided in accordance with applicable law. The Concerned Shareholders are relying on the exemption under sections 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations to make this public broadcast solicitation.
This news release and any solicitation made by the Concerned Shareholders in advance of the Meeting is, or will be, as applicable, made by Concerned Shareholders and not by or on behalf of the management of the Company.
The Concerned Shareholders may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable law, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable law. Proxies may also be solicited by the Concerned Shareholders pursuant to an information circular sent to shareholders after which solicitations may be made by or on behalf of the Concerned Shareholders by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of the Concerned Shareholders, who will not be specifically remunerated therefor. The Concerned Shareholders may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholders.
The Concerned Shareholders have retained Kingsdale as its strategic advisor and to assist the Concerned Shareholders in the solicitation of proxies. The Concerned Shareholders will pay Kingsdale fees currently estimated at up to $100,000. Kingsdale's responsibilities will principally include advising the Concerned Shareholders on developing and implementing shareholder communication and engagement strategies, and advising with respect to meeting and proxy protocol.
All costs incurred for any solicitation will be borne by the Concerned Shareholders, provided that, subject to applicable law, the Concerned Shareholders may seek reimbursement from the Company of the Concerned Shareholders' out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection therewith.
A registered shareholder of the Company that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date than the proxy being revoked and returning the newly completed and signed proxy in accordance with the instructions contained in the form of proxy; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting at which the proxy is to be used, or (ii) with the chairman of the Meeting on the day of the Meeting; or (c) in any other manner permitted by law. A non-registered holder of common shares of the Company will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.
To the knowledge of the Concerned Shareholders, the Company's mailing address is 700 Tech Court Louisville, CO 80027. A copy of this news release may be obtained on the Company's SEDAR profile at www.sedar.com.
Charlotte's Web Rejects Call to Replace Four Directors
10:26 am ET June 13, 2023 (Dow Jones) Print
By Robb M. Stewart
Charlotte's Web's board has rejected a call by two of the hemp-extract products company's founders to replace four directors, including the chairman and chief executive.
The Denver-based company said Tuesday its board doesn't intend to "abrogate its fiduciary responsibilities to shareholders" by helping with the removal of three independent directors in favor of non-independents.
The company said it and the board will comply with all legal requirements and appropriate protocols, as well as Toronto Stock Exchange and shareholder-approved policies, in connection with the election and appointment of any board members.
Jesse and Joel Stanley, two of the brothers who founded the hemp health-supplements company, in a letter to the board late last week called for votes to be withheld for four of the six directors nominated by the company, including Chairman and independent director John Held and CEO Jacques Tortoroli, and directors Thomas Lardieri and Alicia Morga.
The Stanley brothers have put themselves, along with Lynn Kehler and Angela McElwee, as alternative directors. The brothers said they and supporting shareholders together represent almost 25% of the Charlotte's Web shares entitled to vote at the annual meeting set for June 15.
Charlotte's Web said there are ongoing business relationships between the companies and entities in which Joel and/or Jesse Stanley hold direct or indirect interests, certain of which are or will be subject to board review and approval in the near future.
The brothers said Charlotte's Web's board has declined to meet with them, and has instead told them to talk to the company's lawyers.
"The board needs to return to a founder's mentality, end wasteful spending and assemble a team that knows what it takes to grow the company," said Joel Stanley, who was the company's first chief executive.
The brothers in a statement issued earlier this week said Charlotte's Web's share price has fallen sharply since Joel Stanley left its board in March 2021, revenue has declined and the value of the company is at its lowest levels since going public.
Charlotte's Web said that Institutional Shareholder Services and Glass Lewis have recommend shareholders vote for each of the company's board nominees at the upcoming annual meeting.
In morning trading, the Toronto-listed company's shares were 1.7% lower at C$0.28, down more than 60% so far this year and 50% weaker over the last 12 months.
Charlotte's Web Comments On Letter From Joel And Jesse Stanley
10:36 am ET June 13, 2023 (Benzinga) Print
Charlotte's Web Holdings, Inc. (OTCQX: CWBHF) ??(TSX: CWEB) released comments on certain demands made to the company's board of directors by ?Joel and Jesse Stanley in connection with the company's upcoming June 15, 2023 annual ?general shareholder meeting.
Late afternoon on June 9, 2023, Joel and Jesse delivered a letter to the board ?demanding that the board take immediate steps to facilitate the replacement of a majority of board ?members, including all but one of the independent board members (the "targeted directors") with ?four individuals selected by Joel and Jesse. Two of the four individuals proffered were Joel and Jesse ?themselves and one of the individuals is their long-standing business associate. The letter provided that the board acquiesce to their demands within 48 hours of receipt of the letter. ?
The letter advises that ?they have communicated with certain company shareholders in an effort to reconstitute the board. The letter demanded that the board waive the application of the company's advance ?notice by-laws, which are designed to ensure that the corporate governance and nominating ?committee and the board have sufficient time to vet potential board nominees, including with respect ?to suitability and independence. Joel and Jesse's demands generally, and the timing specifically, are ?designed to circumvent the procedures and processes in place to protect shareholders and allow them to make an ?informed decision with respect to the election of directors. ?
Joel and Jesse’s Conflict of Interest
There are significant ongoing business relationships between Charlotte's Web and entities in which ?Joel and/or Jesse hold direct or indirect interests, certain of which are or will be subject to board review and approval in the near future. The board does not intend to abrogate its fiduciary ?responsibilities to shareholders by facilitating the removal of three independent targeted directors in favor of non-independents. This would ?effectively hand control of the company to individuals of which at least two have significant conflicts of interest and who have ?elected to avoid appropriate vetting procedures. Such procedures are designed ?to, among other things, protect shareholders from conflicts of interest.?
The board has a duty to act in the best interests of all its shareholders and to protect company assets. ?The board and the company intend to comply with all legal requirements and appropriate protocols, as ?well as TSX and shareholder-approved company policies, in connection with the election and ?appointment of any board members. ?
The company notes that both ISS and Glass Lewis have recommended shareholders vote "FOR" the ?appointment of the nominees described in the company's meeting information circular.?
?Charlotte's Web has engaged DLA Piper LLP as legal advisor, Morrow Sodali (Canada) Ltd. as proxy solicitor and strategic advisor and ICR Strategic Communications as communications advisor.
I say let the dumping continue, full speed ahead!
Is that Bar charts showing a 50 percent sell on the overall. That means a lot more farther to fall. Too bad that.
Goods news, vol up. Bad news 97.5 percent are sells. Down 12 percent.
I think a person needs to encompass and understand all forms of information, all angles to be included.
Your right, government and its rules, regulations, it’s policies and its procedures all have to be known, along with the impacts they may have going forward. Fundamentals have to followed during the whole course of the investment, before, during and after, in regards to any government action, or for that matter any news of any kind that will have impact to the company. Technical’s is a must have, I won’t buy a stock, or sell one, without checking the techs. It will tell you where you are on the playing field so to speak. And how to properly measure any impact. i.e. you don’t buy or buy as much when the stock is already over bought.
Then you can also have the subsets of all above.
But, it just IMO.
Well, that would be one long post to explain the what was over the last several years. However, the summary of it, to date, could be written up this way, expectations perceived were not achieved.
Looks like FL courts are going to have a few new things to work on. All eyes will soon be on them.
Interesting, only $2 in buys today. 2 dollars! Wonder how that microcap meeting is going LOL!
Yep, however I do think it's , well let's include hi techs, have gotten a little to extended here.
1/2 hr to go $741 in total trades. LOL DEAD as dead can be.