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.
