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
