Charlotte's Web Reports Shareholder Meeting Voting Results
Rhea-AI Summary
Charlotte's Web (OTCQX:CWBHF) reported results of its May 28, 2026 annual and special shareholder meeting. Shareholders cast 96,513,512 votes, representing 60.12% of eligible voting shares.
All director nominees were elected, and the BAT debenture amendment, conversion and equity investment transaction was approved with 94% of votes cast.
The BAT transaction, expected to close around May 28, 2026 subject to TSX approval, will amend a C$75.3M convertible debenture and result in 109,944,042 new common shares issued to BAT. BAT would hold 40.6% of the 270,549,931 post-transaction shares outstanding.
AI-generated analysis. Not financial advice.
Positive
- Shareholder participation of 96,513,512 votes, representing 60.12% of voting shares
- All six director nominees received between 73% and 96% of votes cast
- BAT transaction share issuance approved by 94% of votes cast (48,498,268 for)
- Transaction expected to strengthen balance sheet, simplify capital structure and enhance financial flexibility, according to the company
Negative
- Issuance of 109,944,042 new shares to BAT, materially diluting existing shareholders
- BAT expected to own 40.6% of 270,549,931 shares after closing, increasing ownership concentration
- Closing remains subject to customary conditions, including final Toronto Stock Exchange approval
News Market Reaction – CWBHF
On the day this news was published, CWBHF gained 9.52%, reflecting a notable positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Louisville, Colorado--(Newsfile Corp. - May 28, 2026) - Charlotte's Web Holdings, Inc. (TSX: CWEB) (OTCQX: CWBHF) ("Charlotte's Web" or the "Company") is pleased to announce the results from its 2026 annual general and special meeting of shareholders held on May 28, 2026, via live audio webcast (the "Meeting"). Each of the matters voted upon at the Meeting is discussed in detail in the Company's Proxy Statement dated April 16, 2026, a copy of which is available on the Company's SEDAR profile at www.sedarplus.ca and on EDGAR at www.sec.gov.
"We appreciate the strong support from our shareholders demonstrated at today's meeting," said Bill Morachnick, Chief Executive Officer of Charlotte's Web. "The approval of the BAT transaction marks an important milestone for the Company. Completion of the transaction will strengthen our balance sheet, simplify our capital structure, and position us with greater financial flexibility to execute our strategic priorities. We remain focused on driving long-term value through continued innovation in botanical wellness and expanding access to our products across key markets."
The total number of votes cast at the Meeting was 96,513,512, representing
| Nominee | # Votes For | % Votes For | # Votes Withheld | % Votes Withheld |
| Matthew McCarthy | 49,512,385 | 2,034,163 | ||
| Angela McElwee | 37,597,387 | 13,949,161 | ||
| William Morachnick | 47,775,558 | 3,770,990 | ||
| Jared Stanley | 46,776,458 | 4,770,090 | ||
| Maureen Usifer | 49,462,870 | 2,083,678 | ||
| M. Borgia Walker | 47,934,484 | 3,612,064 |
At the Meeting, an ordinary resolution was passed authorizing and approving the amendment (the "Amendment") of the Company's C
Subject to satisfaction of customary closing conditions, including final approval of the Toronto Stock Exchange ("TSX"), it is anticipated that the Transaction will close on or about May 28, 2026, and will result in the issuance of 109,944,042 common shares to BAT, representing
Detailed results of all matters considered at the Meeting are reported in the Report of Voting Results as filed on the Company's SEDAR+ profile at www.sedarplus.ca.
About Charlotte's Web Holdings, Inc.
Charlotte's Web Holdings, Inc., a Certified B Corporation headquartered in Louisville, Colorado, is a botanical wellness innovation company and a market leader in hemp extract wellness that includes Charlotte's Web whole-plant full-spectrum CBD extracts as well as broad-spectrum CBD and cannabinoid isolates. The Company's hemp extracts have naturally occurring botanical compounds including cannabidiol ("CBD"), CBN, CBC, CBG, THC, terpenes, flavonoids, and other beneficial compounds. Charlotte's Web product categories include CBD oil tinctures (liquid products), CBD gummies (sleep, calming, exercise recovery, immunity), CBN gummies, hemp-derived THC microdose gummies, functional mushroom gummies, 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 analytic testing from soil to shelf for quality assurance. Charlotte's Web products are distributed to retailers and healthcare practitioners throughout the U.S.A. and are available online through the Company's website at www.charlottesweb.com.
Shares of Charlotte's Web trade on the TSX under the symbol "CWEB" and are quoted in U.S. Dollars in the United States on the OTCQX under the symbol "CWBHF".
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For more information:
Cory Pala
Director of Investor Relations
(720) 484-8930
Cory.Pala@CharlottesWeb.com
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction. This press release 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.
Forward-Looking Information
Certain information provided herein constitutes forward-looking statements or information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements are typically identified by words such as "may," "will," "should," "could," "anticipate," "expect," "project," "estimate," "forecast," "plan," "intend," "target," "believe" and similar words suggesting future outcomes or statements regarding an outlook. Forward-looking statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. Specifically, this press release contains forward-looking statements relating to, but not limited to: the completion of the Transaction with BAT, including obtaining the necessary TSX approval; anticipated impact of the Transaction on the Company's financial position and operations; and the Company's strategic focus going forward.
By their nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties, and other factors which may cause actual results, levels of activity, and achievements to differ materially from those expressed or implied by such statements. The forward-looking statements contained in this press release are based on certain assumptions and analysis by management of the Company in light of its experience and perception of historical trends, current conditions and expected future developments and other factors that management believes are appropriate and reasonable. The material factors and assumptions used to develop the forward-looking statements herein include, but are not limited to: the receipt of TSX approval and the satisfaction of all other conditions to completion of the Transaction; the anticipated timing of the Transaction closing; anticipated cost reductions and their impact on the Company's improving cash flow outlook; availability of adequate liquidity and capital to support operations and business plans. In addition, the forward-looking statements are subject to risks and uncertainties pertaining to, among other things: the risk that the Transaction does not receive required regulatory approvals or that closing conditions are not satisfied; supply and distribution chains; the market for the Company's products; revenue fluctuations; regulatory changes; loss of customers and retail partners; retention and availability of talent; competing products; share price volatility; loss of proprietary information; product acceptance; internet and system infrastructure functionality; information technology security; available capital to fund operations and business plans; crop risk; economic and political considerations; and including but not limited to those risks and uncertainties discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ending December 31, 2025, and other risk factors contained in other filings with the Securities and Exchange Commission available at http://www.sec.gov and filings with Canadian securities regulatory authorities available at www.sedarplus.ca. The impact of any one risk, uncertainty, or factor on a particular forward-looking statement is not determinable with certainty as these are interdependent, and the Company's future course of action depends on management's assessment of all information available at the relevant time.
Any forward-looking statement in this press release is based only on information currently available to the Company and speaks only as of the date on which it is made. Except as required by applicable law, the Company assumes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. All forward-looking statements, whether written or oral, attributable to the Company or persons acting on the Company's behalf, are expressly qualified in their entirety by these cautionary statements.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/299265