CWBHF Charlotte'S Web Holdings, Inc. - 8-K

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective May 28, 2026 (the “Effective Date”), the board of directors of Charlotte’s Web Holdings, Inc. (the “Company”), appoint James Jeffery Raborn to the Company’s board of directors, until his successor shall have been duly elected and qualified or until his earlier resignation or removal. Mr. Raborn’s term will expire concurrently with the 2027 annual general meeting of the shareholders. Mr. Raborn was appointed as one of the designees to the board of directors by British American Tobacco ("BAT"), pursuant to the Investor Rights Agreement amendment between the Company and BT DE Investments Inc., a wholly-owned subsidiary of BAT, dated November 14, 2022, as amended and rested pursuant to the Amended and Restated Investor Rights Agreement, dated May 28, 2026. Mr. Raborn is not a party to any transaction with the Company reportable under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

Mr. Raborn has served since March of 2018 as the Executive Vice President of Law & External Affairs and General Counsel of Reynolds American, Inc., an American tobacco company that is a subsidiary of BAT. Mr. Raborn joined Reynolds American, Inc in 2004 and before assuming his current role, Mr. Raborn was Senior Vice President, Litigation and Regulatory, and Deputy General Counsel within the RAI Group. Mr. Raborn also previously served as the chairman of the Reynolds American Foundation.

Prior to joining Reynolds, Mr. Raborn practiced law in New Orleans and Baton Rouge and represented clients including Ford, Hyundai, Toyota, Kia, Black & Decker, Exxon, and Shell in product and premises liability cases. He also represented several companies including Exxon, Texaco, Shell, and Chevron before the Louisiana Public Service Commission. Mr. Raborn earned a bachelor’s degree in history and a juris doctorate degree from Louisiana State University.

Item 5.07 Submission of Matters to a Vote of Security Holders

At 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.

Proposal No. 1: To set the number of directors of the Company at six.

The shareholders ratified the setting of the number of directors of the Company at six (6) directors.

Votes For

Votes Against

Abstain

95,340,748

1,172,764

0

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

Abstain

Broker Non-Votes

Matthew McCarthy

49,512,385

0

2,034,163

44,966,964

Angela McElwee

37,597,387

0

13,949,161

44,966,964

William Morachnick

47,775,558

0

3,770,990

44,966,964

Jared Stanley

46,776,458

0

4,770,090

44,966,964

Maureen Usifer

49,462,870

0

2,083,678

44,966,964

M. Borgia Walker

47,934,484

0

3,612,064

44,966,964

Proposal 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.

The 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.

Votes For

Votes Against

Abstain

90,245,431

0

6,268,081

Proposal 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.

The 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

Votes For

Votes Against

Abstain

Broker Non-Votes

48,498,268

3,048,280

0

44,966,964

Item 8.01 Other Matters.

On May 28, 2026, the Company issued a press release announcing the voting results of its annual general and special meeting held on May 28, 2026. A copy of the press release is attached hereto and incorporated herein by reference as Exhibit 99.1.

Also on May 28, 2026, the Company issued a press release announcing the closing of the Transaction with BAT. A copy of the press release is attached hereto and incorporated herein by reference as Exhibit 99.2.

Exhibit

No.

Description

99.1

Press Release dated May 28, 2026 announcing the Voting Results of the Annual and General Special Meeting.

99.2

Press Release dated May 28, 2026 relating to the closing of the Transaction with BT DE Investments Inc.

104

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