cbdMD, Inc.
For the period ended Apr 10, 2025. Filed Feb 25, 2025.
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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.
Apr 10, 2025 · Filed Feb 25, 2025
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DEF 14A 1 ycbd20250224_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 | ☒ |
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| 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. |
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| ☐ | 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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2025 Notice of Annual Meeting of Shareholders
| Thursday, April 10, 2025 1:00 p.m. Eastern Time | VIRTUALLY |
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| https://www.virtualshareholdermeeting.com/YCBD2025 |
At the cbdMD, Inc. 2025 annual meeting of shareholders you will be asked to vote on the following matters:
| ❖ | the election of seven directors; |
| ❖ | the ratification of the appointment of Cherry Bekaert LLP as our independent registered public accounting firm; |
| ❖ | 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 thirteen shares of common stock (the “Series A Preferred Proposal”) upon the effective time of the amendment; |
| ❖ | To approve an amendment to our articles of incorporation, as amended, as set forth in Appendix B to the attached Proxy Statement, at the discretion of the board of directors, to effect a reverse stock split of our issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-three (1:3) to one-for-ten (1:10), at any time prior to the one-year anniversary date of the annual meeting, with the exact ratio to be determined by the board (the “Reverse Split 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 may properly come before the meeting. |
The board of directors has fixed the close of business on February 21, 2025 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 2025 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 2025 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://www.virtualshareholdermeeting.com/YCBD2025 and enter your control number and other shareholder information provided in your proxy materials. Technical support will be available beginning 30 minutes prior to the meeting and throughout the virtual meeting. 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 or by telephone.
| By order of the board of directors | |
| Charlotte, NC | |
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| February 24, 2025 | Scott Stephen |
| Chairman | |
Important Notice Regarding the Availability of Proxy Materials for the 2025 annual meeting to be Held on April 10, 2025: This proxy statement, along with our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 are available free of charge on our website www.cbdmd.com and through the SEC’s website www.sec.gov.
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