Current Report Filing (8-k)
March 16 2021 - 4:37PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported) March 12,
2021
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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8845 Red Oak Blvd, Charlotte, NC 28217
(Address of principal executive offices)(Zip Code)
Registrant's
telephone number, including area code: (704) 445-3060
_______________________________________
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(Former name or former address, if changed since last
report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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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YCBDpA
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NYSE
American
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Indicate by check mark whether the registrant is an emerging growth
company as defined in in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging
growth company ☑
|
|
If an
emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ☐
Item
5.07 Submission
of Matters to a Vote of Security Holders.
On
March 12, 2021, cbdMD, Inc. held its 2021 annual meeting of
shareholders where four proposals were voted upon. The proposals
are described in detail in our definitive proxy statement on
Schedule 14A filed with the Securities and Exchange Commission on
January 25, 2021. Of the 52,287,113 shares of our common stock
outstanding and entitled to vote at the annual meeting, 34,803,091
shares (or 66.6 %), constituting a quorum, were represented in
person or by proxy at the 2021 annual meeting. At the meeting all
the proposals were approved and the final vote on the proposals was
recorded as follows:
Proposal 1:
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The
following directors were elected at the 2021 annual meeting of
shareholders to hold office until the 2022 annual meeting of
shareholders or their earlier resignation, removal or
death:
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Directors
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|
|
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Martin A.
Sumichrast
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26,950,323
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101,529
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7,751,239
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R. Scott
Coffman
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26,965,701
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86,151
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7,751,239
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Bakari
Sellers
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26,887,862
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163,990
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7,751,239
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William F. Raines,
III
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26,561,979
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489,873
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7,751,239
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Peter J.
Ghiloni
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26,689,314
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362,538
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7,751,239
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Scott G.
Stephen
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26,673,830
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378,022
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7,751,239
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Sim
Farar
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26,983,961
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67,891
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7,751,239
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Proposal 2:
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The
appointment of Cherry Bekaert LLP as our independent registered
public accounting firm was ratified, based upon the following final
tabulation of votes:
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Proposal 3:
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Our
2021 Equity Compensation Plan was approved, based upon the
following final tabulation of votes:
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Proposal 3:
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The compensation of our named executive officers was approved, on a
non-binding and advisory basis, based upon the following
final tabulation of votes:
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Item
8.01 Other
Events.
On
March 12, 2021 following the adjournment of the 2021 annual meeting
of our shareholders, our board of directors reappointed Martin A.
Sumichrast as Chairman of the Board and co-Chief Executive Officer,
R. Scott Coffman as co-Chief Executive Officer and President and T.
Ronan Kennedy as Chief Financial Officer, Secretary and Treasurer.
The board of directors made the following board committee
appointments:
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 Governance and
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Nominating Committee:
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Bakari
Sellers, Chairman
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Peter
Ghiloni
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Sim
Farar
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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cbdMD,
Inc.
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|
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Date:
March 16, 2021
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By:
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/s/ T.
Ronan Kennedy
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|
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T.
Ronan Kennedy, Chief Financial Officer and Chief Operating
Officer
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