cbdMD, INC.
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(Exact name of registrant as specified in its charter)
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North Carolina
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001-38299
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47-3414576
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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common
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YCBD
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NYSE American
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8% Series A Cumulative Convertible Preferred Stock
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YCBD PR A
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NYSE American
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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Proposal 1:
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The following directors were elected at the 2024 Annual Meeting of shareholders to hold office until the 2025 annual meeting of shareholders or their earlier resignation, removal or death:
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Directors
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“For”
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“Against”
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Bakari Sellers
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894,360
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31,554
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William F. Raines, III
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896,656
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29,258
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Scott G. Stephen
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896,855
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29,059
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Dr. Sybil Swift
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898,196
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27,718
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Proposal 2:
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The appointment of Cherry Bekaert LLP as our independent registered public accounting firm and to audit our financial statements for the fiscal year ending September 30, 2024 was ratified, based upon the following final tabulation of votes:
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“For”
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“Against”
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“Abstain”
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1,048,934
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2,071
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2,904
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Proposal 3:
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The approval of an advisory vote on the frequency of an advisory vote on executive compensation was approved, based upon the following final tabulation of votes:
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“One”
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“Two”
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“Three”
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“Abstain” | |||
515,552
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39,999
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326,876
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43,487 |
Proposal 4:
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The approval of an advisory resolution on the fiscal year 2024 compensation of the named executive officers was approved, based upon the following final tabulation of votes:
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“For”
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“Against”
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“Abstain”
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842,489
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39,001
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44,424
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Proposal 5:
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The approval of an amendment to the Certificate of Designation for the Series A to provide for the automatic conversion into common stock was not approved, based upon the following final tabulation of votes:
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“For”
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“Against”
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“Abstain”
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909,689
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13,722
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2,503
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“For”
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“Against”
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“Abstain”
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1,790,169
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1,674,962
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- |
Proposal 6:
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The approval of the issuance of shares of the Company’s common stock, representing more than 19.9% of our common stock outstanding upon the conversion of certain convertible notes issued by the Company pursuant to the Securities Purchase Agreement dated January 30, 2024 entered into by and between the Company and five institutional investors was approved, based upon the following final tabulation of votes:
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“For”
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“Against”
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“Abstain”
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906,703
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14,362
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4,849
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Item 8.01
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Other Events.
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Audit Committee:
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William F. Raines, III, Chairman
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Bakari Sellers
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Scott G. Stephen
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Compensation, Corporate
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Bakari Sellers, Chairman
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Governance and Nominating
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William F. Raines, III
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Committee:
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Scott G. Stephen
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cbdMD, Inc.
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Date: April 2, 2024
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By:
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/s/ T. Ronan Kennedy
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T. Ronan Kennedy, Chief Financial Officer
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