cbdMD, Inc.
For the period ended Mar 29, 2024. Filed Feb 14, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 29, 2024 · Filed Feb 14, 2024
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DEF 14A 1 ycbd20240212_def14a.htm FORM DEF 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14(a)(12) |
cbdMD, Inc.
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|
| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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2024 Notice of Annual Meeting of Shareholders
| Friday, March 29, 2024 1:00 p.m. EST | VIRTUALLY |
|---|---|
| https://agm.issuerdirect.com/ycbd |
At the cbdMD, Inc. 2024 annual meeting of shareholders you will be asked to vote on the following matters:
| ❖ | the election of four directors; |
| ❖ | the ratification of the appointment of Cherry Bekaert LLP as our independent registered public accounting firm; |
| ❖ | a non-binding advisory vote on the frequency of an advisory vote on executive compensation; |
| ❖ | a non-binding advisory vote on executive compensation; |
| ❖ | the approval and adoption of an amendment to the Company’s Certificate of Designation of Rights and Preferences of the 8% Series A Cumulative Convertible Preferred Stock, as set forth in Appendix A to the attached Proxy Statement, to provide that each share of Series A Preferred Stock will be automatically converted into six shares of common stock (the “Series A Preferred Proposal”) upon the effective time of the amendment; and |
| ❖ | To approve the issuance of shares of our common stock, representing more than 19.9% of our common stock outstanding as of January 30, 2024 upon the conversion of certain convertible notes issued by the Company pursuant to a Securities Purchase Agreement dated as of January 30, 2024 (the “Purchase Agreement”), by and between the Company and certain institutional investors (the “Investors”), in connection with a private placement in accordance with NYSE American Rule 713(a)(ii) (the “Share Issuance Proposal”); |
| ❖ | To consider and vote upon a proposal to adjourn the annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the annual meeting, there are not sufficient votes to approve any proposal (the “Adjournment Proposal”); and |
| ❖ | any other business as my properly come before the meeting. |
The board of directors has fixed the close of business on January 30, 2024 as the record date for determining the common shareholders and Series A preferred shareholders that are entitled to notice of and to vote at the 2024 annual meeting of shareholders and any adjournments thereof. The Series A preferred shareholders are only entitled to vote on the Series A Preferred Proposal.
The 2024 annual meeting will be a completely “virtual” meeting of shareholders. To participate in our annual meeting, including casting your vote during the meeting, access the meeting website at https://agm.issuerdirect.com/ycbd and entering in your shareholder information provided on your ballot or proxy information previously mailed to you. If you attend the meeting virtually, you may revoke your proxy prior to its exercise and vote virtually at the meeting.
Your vote is important regardless of the number of shares you own. Please vote your common shares and/or shares of Series A Preferred Stock by proxy over the Internet or by mail, by telephone or by facsimile.
| By order of the board of directors | |
| Charlotte, NC | |
|---|---|
| February 14, 2024 | Scott Stephen |
| Chairman | |
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting to be Held on March 29, 2024: This proxy statement, along with our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 are available free of charge on our website www.cbdmd.com and through the SEC’s website www.sec.gov.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.