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 /PRNewswire/ - (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.
How to Vote:
IT IS IMPERATIVE TO PROTECT YOUR INVESTMENT THAT SHAREHOLDERS
VOTE THEIR FORM OF PROXY OR VOTING INSTRUCTION FORM IN ACCORDANCE
WITH MANAGEMENT'S RECOMMENDATIONS.
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.
Beneficial Holders:
If your common shares are held through an intermediary, such as
a securities dealer or broker, bank or trust company, you are a
"beneficial shareholder" and a Voting Instruction Form was mailed
to you with your circular.
CAN Beneficial Holders (Shares held through
Canadian brokers):
OBO's (Objecting Beneficial Owners)
- Internet –
visit www.proxyvote.com and enter your control
number;
-
Telephone – call 1-800-474-7493 (English) or 1-800-474-7501 (French);
- Mobile Data Device
– scan the bar code on your Voting Instruction Form.
U.S. Beneficial Holders (Shares
held through U.S. Brokers):
-
Internet – visit www.proxyvote.com and enter your control
number;
- Telephone – call 1-800-454-8683;
- Mobile Data Device
– scan the bar code on your Voting Instruction Form.
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.
Subscribe to Charlotte's Web investor news.
© Major League Baseball trademarks and copyrights are used with
permission of Major League Baseball. Visit MLB.com.
Participants in the Solicitation
The Company and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies from the Company's shareholders in respect of the Meeting,
the election to the Board of the Company's nominees and related
matters. Information regarding the Company's directors and
executive officers is available in Company's proxy statement for
the Meeting filed with the U.S. Securities and Exchange Commission
(the "SEC") on April 28, 2023.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests are contained in the Proxy Statement (defined below).
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information
The Company has filed with the SEC a definitive proxy statement
(the "Proxy Statement") in connection with the Meeting to consider
and vote upon the election to the Board of the Company's nominees
and other matters and, beginning on or about April 29, 2023, mailed the notice of internet
availability of proxy materials and other relevant documents to its
shareholders as of the April 21, 2023
record date for the Meeting. The Company's shareholders and other
interested persons are advised to read the Proxy Statement and any
other relevant documents that have been or will be filed with the
SEC in connection with the Company's solicitation of proxies for
the Meeting because these documents contain important information
about the Company, the election to the Board of the Company's
nominees and related matters. Shareholders may also obtain a free
copy of the Proxy Statement, as well as other relevant documents
that have been or will be filed with the SEC, without charge, at
the SEC's website located at www.sec.gov, on SEDAR at
www.sedar.com or on the "Investor Relations" section of the
Company's website at https://investors.charlottesweb.com.
Forward-Looking Information
Certain information in this news release constitutes
forward-looking statements and forward-looking information within
the meaning of applicable securities laws (collectively,
"forward-looking information"). In some cases, but not
necessarily in all cases, forward looking information can be
identified by the use of forward-looking terminology such as
"plans", "targets", "expects" or "does not expect", "is expected",
"an opportunity exists", "is positioned", "estimates", "intends",
"assumes", "anticipates" or "does not anticipate" or "believes", or
variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might", "will"
or "will be taken", "occur" or "be achieved". In addition, any
statements that refer to expectations, projections or other
characterizations of future events or circumstances contain
forward-looking information.
Statements containing forward-looking information are not
historical facts, but instead represent management's current
expectations, estimates and projections regarding the future of
our business, future plans, strategies, projections, anticipated
events and trends, the economy and other future conditions.
Forward-looking information is necessarily based on a number of
opinions, assumptions and estimates that, while considered
reasonable by the Company as of the date of this news release, are
subject to known and unknown risks, uncertainties, assumptions and
other factors that may cause the actual results, level of activity,
performance or achievements to be materially different from those
expressed or implied by such statements containing forward-looking
information. Although these statements containing forward-looking
information are based on assumptions the Company considers to be
reasonable based on the information available on the date such
statements are made, such statements are not guarantees of future
performance and readers are cautioned against placing undue
reliance on forward-looking information.
The material factors and assumptions used to develop the
forward-looking information herein include, but are not limited to,
international and political considerations; regulatory changes;
and the factors discussed throughout the "Risk Factors" section of
the Company's most recently filed annual information form available
on www.SEDAR.com and in the Company's most
recently filed Annual Report on Form 10-K and quarterly report on
Form 10-Q as amended, and other filings with the Securities and
Exchange Commission available on www.SEC.gov. Except
as required by applicable securities laws, the Company undertakes
no obligation to publicly update any forward-looking information,
whether written or oral, that may be made from time to time,
whether as a result of new information, future developments or
otherwise.
View original
content:https://www.prnewswire.com/news-releases/charlottes-web-comments-on-letter-from-joel-and-jesse-stanley-301849585.html
SOURCE Charlotte's Web Holdings, Inc.
