UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Filed by the Registrant ý
Filed by a Party other than the
Registrant ¨
Check the appropriate box:
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Definitive Proxy Statement |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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Definitive Additional Materials |
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Soliciting Material Pursuant to § 240.14a-12 |
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CV SCIENCES, INC. |
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(Name of Registrant as Specified In Its Charter) |
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N/A |
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant) |
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Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
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Title of each class of securities to which transaction
applies: |
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Aggregate number of securities to which transaction
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined): |
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Proposed maximum aggregate value of transaction: |
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Check box if any part of the fee is offset as provided by Exchange
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offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
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Amount Previously Paid: |
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Date Filed: |
CV SCIENCES, INC.
10070 Barnes Canyon Road
San Diego, California 92121
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 27, 2021
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders
(the “Meeting”)
of CV Sciences, Inc. (the “Company,”
“we”
or “us”)
will be held on May 27, 2021, at 10:00 a.m. Pacific Time. Given the
extraordinary circumstances arising from the Novel CoronaVirus
("COVID-19")
pandemic, we have adopted a completely virtual format for our
Meeting to provide a healthy, consistent and convenient experience
to all stockholders regardless of location. You may attend, vote
and submit questions during the Meeting via the Internet at
www.iproxydirect.com/CVSI.
You may also attend the Meeting by proxy, and may submit questions
ahead of the Meeting through the designated website. For further
information about the virtual Meeting, please see the Questions and
Answers about the Meeting beginning on page 2. We expect to resume
stockholder meetings in person in the future. The Meeting will have
the following purposes:
(1)To
elect five directors to hold office until the next annual meeting
of stockholders and until their successors are duly elected and
qualified, subject to prior death, resignation or
removal;
(2)To
approve an amendment to our Certificate of Incorporation, as
amended, to increase the number of authorized shares of common
stock from 190,000,000 shares to 290,000,000 shares, and to
correspondingly increase the number of authorized shares of all
classes of our capital stock to 300,000,000 shares;
(3)To
ratify Deloitte & Touche LLP as our independent registered
public accounting firm for the fiscal year ending December 31,
2021;
(4)To
approve, on a non-binding advisory basis, named executive officer
compensation;
(5)To
consider and act upon such other business as may properly be
brought before the Meeting or any adjournments or postponement
thereof by or at the direction of our Board of
Directors.
The close of business on March 29, 2021 has been fixed as the
record date for determining stockholders entitled to notice of, and
to vote at, the Meeting or any adjournments or postponement
thereof. For at least 10 days prior to the Meeting, a complete list
of stockholders entitled to vote at the Meeting will be open to any
stockholder’s examination during ordinary business hours at our
principal executive offices located at 10070 Barnes Canyon Road,
San Diego, California 92121, (866) 290-2157.
Our Board of Directors has carefully reviewed and considered the
foregoing proposals and has concluded that each proposal is in the
best interests of the Company and its stockholders. Therefore, our
Board of Directors has approved each proposal and recommends that
you vote FOR all of the foregoing proposals.
Your vote is important no matter how large or small your holdings
may be. If you do not expect to be present at the Meeting
virtually, you are urged to immediately complete, date, sign and
return the proxy card. Please review the instructions on each of
your voting options described in the enclosed Proxy Statement as
well as in the Notice of Internet Availability of Proxy Materials
you received in the mail. This will not limit your right to attend
or vote at the Meeting. You may revoke your proxy at any time
before it has been voted at the Meeting. Please note that
dissenters' rights are not available with respect to the proposals
to be voted upon at this Meeting.
The Notice of Internet Availability of Proxy Materials also
contains instructions on how to access the Proxy Statement and our
Annual Report on Form 10-K for the year ended December 31, 2020,
both of which are available online at:
https://www.iproxydirect.com/CVSI.
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By Order of the Board of Directors
/s/ Joseph
Dowling
Joseph Dowling
Chief Executive Officer and Secretary
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San
Diego, California
April 8, 2021
I M P O R T A N T
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING VIRTUALLY. WHETHER
OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE PROXY CARD AS PROMPTLY AS POSSIBLE IN ORDER TO
ENSURE YOUR REPRESENTATION AT THE MEETING. PLEASE REVIEW THE
INSTRUCTIONS ON EACH OF YOUR VOTING OPTIONS DESCRIBED IN THE
ENCLOSED PROXY STATEMENT AS WELL AS IN THE NOTICE OF INTERNET
AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL. EVEN IF
YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE VIRTUALLY IF YOU ATTEND
THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF
RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT
THE MEETING, YOU MUST OBTAIN A PROXY CARD ISSUED IN YOUR NAME FROM
THAT INTERMEDIARY. A MAJORITY IN VOTING POWER OF THE OUTSTANDING
SHARES OF COMMON STOCK MUST BE REPRESENTED AT THE MEETING, EITHER
VIRTUALLY OR BY PROXY, TO CONSTITUTE A QUORUM.
CV SCIENCES, INC.
10070 Barnes Canyon Road
San Diego, California 92121
(866) 290-2157
PROXY STATEMENT
For
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 27, 2021 at 10:00 a.m. Pacific Time
GENERAL INFORMATION
This proxy statement (the “Proxy
Statement”)
is furnished in connection with the solicitation of proxies by the
Board of Directors (the “Board”)
of CV Sciences, Inc. (the “Company,”
“CV
Sciences”,
“we”
or “us”)
for use at the annual meeting of the stockholders (the
“Meeting”
or the “2021
Annual Meeting”)
of the Company, to be held on May 27, 2021, at 10:00 a.m. Pacific
Time. Given the extraordinary circumstances arising from the Novel
Coronavirus ("COVID-19")
pandemic, we have adopted a completely virtual format for our
Meeting to provide a healthy, consistent and convenient experience
to all stockholders regardless of location. You may attend, vote
and submit questions during the Meeting via the Internet at
www.iproxydirect.com/CVSI.
You may also attend the Meeting by proxy, and may submit questions
ahead of the Meeting through the designated website. For further
information about the virtual Meeting, please see the Questions and
Answers about the Meeting beginning on page 2. We expect to resume
stockholder meetings in person in the future. This Proxy Statement
and proxy will be made available to our stockholders on or about
April 8, 2021.
Only stockholders of record at the close of business on March 29,
2021 (the “Record
Date”),
are entitled to notice of, and to vote at, the Meeting. At the
close of business on the Record Date, 106,791,238 shares of the
Company’s common stock were issued and outstanding, held by more
than 41,000 individual participants in securities positions
listings of our common stock. Each share of common stock is
entitled to one vote on each matter to be voted upon at the
Meeting. Shares cannot be voted at the Meeting unless the holder
thereof is present or represented by proxy. The presence, virtually
or by proxy, of the holders of a majority in voting power of the
outstanding shares of common stock on the Record Date will
constitute a quorum for the transaction of business at the Meeting
and any adjournment or postponement thereof.
Our Board has selected Joseph Dowling to serve as the holder of
proxies for the Meeting. The shares of common stock represented by
each executed and returned proxy will be voted by him in accordance
with the directions indicated on the proxy. If you sign your proxy
card without giving specific instructions, Mr. Dowling will vote
your shares “FOR” the proposals being made at the Meeting. The
proxy also confers discretionary authority to vote the shares
authorized to be voted thereby on any matter that may be properly
presented for action at the Meeting; we currently know of no other
business to be presented.
Any proxy given may be revoked by the person giving it at any time
before it is voted at the Meeting. If you have not voted through
your broker, there are three ways for you to revoke your proxy and
change your vote. First, you may send a written notice to the
Company’s Secretary stating that you would like to revoke your
proxy. Second, you may complete and submit a new proxy card, but it
must bear a later date than the original proxy. Third, you may vote
virtually at the Meeting. However, your attendance at the Meeting
will not, by itself, revoke your proxy. If you have instructed a
broker to vote your shares, you must follow the directions you
receive from your broker to change your vote. Your last submitted
proxy will be the proxy that is counted. Please note that
dissenters' rights are not available with respect to any proposal
to be voted upon at the Meeting.
We will provide copies of this Proxy Statement and accompanying
materials to brokerage firms, fiduciaries and custodians for
forwarding to beneficial owners and will reimburse these persons
for their costs of forwarding these materials. Our directors,
officers and employees may solicit proxies by telephone, facsimile,
or personal solicitation. We will not pay additional compensation
for any of these services.
QUESTIONS AND ANSWERS REGARDING THIS SOLICITATION
AND VOTING AT THE MEETING
Q. When is the Meeting?
A. May 27, 2021 at 10:00 a.m. Pacific Time.
Q. Where will the Meeting be held?
A. Given the extraordinary circumstances arising from the COVID-19
pandemic, we have adopted a completely virtual format for our
Meeting to provide a healthy, consistent and convenient experience
to all stockholders regardless of location. You may attend, vote
and submit questions during the Meeting via the Internet at
www.iproxydirect.com/CVSI.
Q. Why am I receiving these proxy materials?
A. As permitted by rules adopted by the Securities and Exchange
Commission (the “SEC”),
we are making this Proxy Statement and our Annual Report on Form
10-K for the year ended December 31, 2020 (the “Annual
Report”),
available to our stockholders electronically via the Internet. On
or about April 8, 2021, we mailed to all stockholders of record
entitled to vote at the 2021 Annual Meeting a Notice of Internet
Availability of Proxy Materials containing instructions on how to
access this Proxy Statement and our Annual Report and vote via the
Internet, by phone, or by mail. If you received a Notice of
Internet Availability of Proxy Materials by mail, you will not
receive a printed copy of the proxy materials, unless specifically
requested. If you received a Notice of Internet Availability of
Proxy Materials by mail and would like to receive a printed copy of
the proxy materials, you should follow the instructions for
requesting such materials included in the Notice of Internet
Availability of Proxy Materials. We sent you the Notice of Internet
Availability of Proxy Materials because the Company’s Board is
soliciting your proxy to vote at the 2021 Annual Meeting. You are
invited to attend the 2021 Annual Meeting to vote on the proposals
described in this Proxy Statement. However, you do not need to
attend the Meeting to vote your shares. Instead, you may follow the
instructions on the Notice of Internet Availability of Proxy
Materials to vote by internet or by mail.
Q. Who is entitled to vote at the Meeting?
A. Only stockholders who owned shares of our common stock at the
close of business on the Record Date are entitled to notice of the
Meeting and to vote at the Meeting, and at any postponements or
adjournments thereof. At the close of business on the Record Date,
there were 106,791,238 shares of our common stock outstanding held
by over 41,000 individual participants in securities positions
listings of our common stock.
Q. How many shares must be present to conduct
business?
A. The presence at the Meeting, virtually or by proxy, of the
holders of a majority in voting power of the outstanding shares of
our common stock at the close of business on the Record Date will
constitute a quorum. A quorum is required to conduct business at
the Meeting.
Q. What will be voted on at the Meeting?
A. The following chart sets forth the proposals scheduled for a
vote at the 2021 Annual Meeting and the vote required for such
proposals to be approved:
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Proposal 1:
To elect five directors to hold office until the next annual
meeting of stockholders and until their successors are duly elected
and qualified, subject to prior death, resignation or
removal.
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Each director must be elected by a plurality of the votes cast,
meaning that the five nominees receiving the most “FOR” votes
(among votes properly cast virtually or by proxy) will be elected.
Only votes “FOR” will affect the outcome. Withheld votes or broker
non-votes will not affect the outcome of the vote.
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Proposal 2:
To approve an amendment to our Certificate of Incorporation, as
amended, to increase the number of authorized shares of common
stock from 190,000,000 shares to 290,000,000 shares, and to
correspondingly increase the number of authorized shares of all
classes of our capital stock to 300,000,000 shares.
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To be approved by our stockholders, at least a majority of the
shares of common stock outstanding as of close of business on the
record date must vote “FOR” this proposal. Abstentions will be
counted toward the tabulation of votes cast on this proposal and
will have the same effect as negative votes. We believe that this
proposal is considered a routine matter and, thus, we do not expect
to receive any broker non-votes on this proposal. |
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Proposal 3:
To ratify Deloitte & Touche LLP as our independent registered
public accounting firm for the fiscal year ending December 31,
2021.
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To be approved by our stockholders, the holders of a majority of
the shares casting votes at the annual meeting on this proposal
must vote “FOR” this proposal. Any shares of common stock that are
not voted (whether by abstention or otherwise) will have no impact
on the outcome of the vote with respect to this proposal. We
believe that this proposal is considered a routine matter and,
thus, we do not expect to receive any broker non-votes on this
proposal. |
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Proposal 4:
To approve, on a non-binding advisory basis, named executive
officer compensation.
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To be approved by our stockholders, the holders of a majority of
the shares casting votes at the annual meeting on this proposal
must vote "FOR" this proposal. Any shares that are not voted
(whether by abstention, broker non-vote or otherwise) will have no
impact on the outcome of the vote with respect to this proposal.
This is an advisory vote and, therefore, is not
binding. |
Q. What shares can I vote at the Meeting?
A. You may vote all shares of common stock owned by you as of the
Record Date, including (1) shares held directly in your name as the
stockholder of record, and (2) shares held for you as the
beneficial owner through a broker, trustee or other nominee such as
a bank.
Q. What is the difference between holding shares as a stockholder
of record and as a beneficial owner?
A. Some of our stockholders may hold shares of our common stock in
their own name rather than through a broker or other nominee. As
summarized below, there are some distinctions between shares held
of record and those owned beneficially.
Stockholders of Record.
If your shares are registered directly in your name with our
transfer agent, Issuer Direct Corporation, you are considered to
be, with respect to those shares, the stockholder of record, and
the Notice of Internet Availability of Proxy Materials was sent
directly to you. As the stockholder of record, you have the right
to vote virtually at the Meeting and vote by proxy. Whether or not
you plan to attend the Meeting, we urge you vote by internet or by
mail to ensure your vote is counted. You may still attend the
Meeting and vote virtually if you have already voted by
proxy.
Beneficial Owner.
If your shares are held in a brokerage account or by another
nominee, you are considered the beneficial owner of shares held in
“street name,” and these proxy materials, together with a voting
instruction card, are being forwarded to you from that
organization. As the beneficial owner, you have the right to direct
your broker, trustee or nominee how to vote on your behalf and are
also invited to attend the Meeting. Please note that since a
beneficial owner is not the stockholder of record, you may not vote
these shares virtually at the Meeting unless you obtain a “legal
proxy” from the broker, trustee or nominee that holds your shares,
giving you the right to vote the shares at the Meeting. If this
applies to you, your broker, trustee or nominee will have enclosed
or provided voting instructions for you to use in directing the
broker, trustee or nominee how to vote your shares.
Q. How can I vote my shares without attending the
Meeting?
A. Whether you hold shares directly as the stockholder of record or
beneficially in street name, you may direct how your shares are
voted without attending the Meeting. If you are a stockholder of
record, you may vote by proxy by internet or by mail by following
the instructions provided on the Notice of Internet Availability of
Proxy Materials. To vote using the proxy card, you must request a
paper copy of the proxy materials by following the instructions
available on the Notice of Internet Availability of Proxy Materials
and then simply complete, sign and date the proxy card and return
it promptly in the envelope provided. If you return your signed
proxy card to us before the 2021 Annual Meeting, we will vote your
shares as you direct. Stockholders who hold shares beneficially in
street name may cause their shares to be voted by proxy in
accordance with the instructions provided by their broker, trustee
or nominee, by using the proxy card provided by the broker, trustee
or nominee and mailing them in the envelope provided by such
person.
Q. How can I vote my shares virtually at the Meeting?
A. Stockholders who attend the virtual 2021 Annual Meeting should
follow the instructions at
www.iproxydirect.com/CVSI
to vote or submit questions during the meeting. Voting online
during the meeting will replace any previous votes, and the online
polls will close at 10:10 a.m. Pacific Time on May 27, 2021. Record
holders who received a copy of this Proxy Statement and
accompanying proxy card in the mail can vote by filling out the
proxy card, signing it and returning it in the postage paid return
envelope. Record holders can also vote by telephone 1-866-752-VOTE
(8683) or by Internet at
www.iproxydirect.com/CVSI.
Voting instructions are provided on the proxy card. If you hold
shares in street name, you must vote by giving instructions to your
bank or broker. You should follow the voting instructions on the
form that you receive from your bank or broker.
Q. How do I attend the virtual 2021 Annual Meeting?
A. You may attend the 2021 Annual Meeting online, including to vote
and/or submit questions during the Meeting, by logging in at
www.iproxydirect.com/CVSI.
The 2021 Annual Meeting will begin at approximately 10:00 a.m.
Pacific Time, with log-in beginning at 9:45 a.m. on May 27,
2021.
Q. How do I gain admission to the virtual 2021 Annual
Meeting?
A. You are entitled to participate in the virtual 2021 Annual
Meeting only if you were a stockholder of record who owned shares
of the Company's common stock at the close of business on March 29,
2021, the Record Date. Each holder of record is entitled to one
vote per share of common stock. As of the Record Date, there were
106,791,238 shares of common stock outstanding and entitled to
vote. To attend online and participate in the 2021 Annual Meeting,
stockholders of record will need to use the control number on their
Notice or proxy card to log into
www.iproxydirect.com/CVSI;
beneficial owners who do not have a control number may gain access
to the Meeting by logging into their brokerage firm's website and
selecting the stockholder communication mailbox to link through to
the virtual 2021 Annual Meeting. Instructions should also be
provided on the voting instruction card provided by their broker,
bank, or other nominee.
We encourage you to access the meeting prior to start time. Please
allow time for online check-in, which will begin at 9:45 a.m.
Pacific Time. If you have difficulties during the check-in time or
during the 2021 Annual Meeting, please call technical support at
919-481-4000.
Stockholders have multiple opportunities to submit questions to the
Company for the 2021 Annual Meeting. Stockholders who wish to
submit a question in advance may do so in the question tab of the
webcast online during the meeting at
www.iproxydirect.com/CVSI.
Q. How are votes counted?
A. If you provide specific instructions with regard to an item,
your shares will be voted as you instruct on such item. If you sign
your proxy card without giving specific instructions, your shares
will be voted in accordance with the recommendations of the Board
(“FOR” each proposal, “FOR” the nominees identified herein, and in
the discretion of the proxy holder on any other matters that
properly come before the Meeting).
Q. What is a “broker non-vote”?
A. A broker non-vote occurs when a beneficial owner of shares held
in street name does not give instructions to the broker or nominee
holding the shares as to how to vote on matters deemed
“non-routine.” Generally, if shares are held in street name, the
beneficial owner of the shares is entitled to give voting
instructions to the broker or nominee holding the shares. If the
beneficial owner does not provide voting instructions, the broker
or nominee can still vote the shares with respect to matters that
are considered to be “routine,” but not with respect to
“non-routine” matters. Under the rules and interpretations of the
New
York Stock Exchange, “non-routine” matters are generally those
involving a contest or a matter that may substantially affect the
rights or privileges of stockholders, such as mergers, dissolutions
or stockholder proposals. The shares that cannot be voted by
brokers and other nominees on non-routine matters but are
represented at the Meeting will be deemed present at our Meeting
for purposes of determining whether the necessary quorum exists to
proceed with the Meeting, but will not be considered entitled to
vote on the non-routine proposals.
We believe that under applicable rules Proposals 2 and 3 are
considered routine matters for which brokerage firms may vote
shares that are held in the name of brokerage firms and which are
not voted by the applicable beneficial owners.
We believe that Proposals 1 and 4 are considered
non-routine matters under applicable rules. Accordingly, brokers or
other nominees cannot vote on these proposals without instructions
from beneficial owners.
Q. How are abstentions counted?
A. If you return a proxy card that indicates an abstention from
voting on all matters, the shares represented will be counted for
the purpose of determining both the presence of a quorum and the
total number of votes with respect to a proposal, but they will not
be voted on any matter at the Meeting.
With regard to Proposal 1, votes may be cast in favor of a director
nominee or withheld. Because directors are elected by plurality,
abstentions will be entirely excluded from the vote and will have
no effect on its outcome.
With regard to Proposal 2, the affirmative vote from the holders of
a majority of the shares entitled to vote on this proposal is
required for approval. Accordingly, abstentions will not be voted
in favor of such proposal and will have the same effect as a vote
“AGAINST” the proposal.
With regard to Proposal 3 and Proposal 4, the affirmative vote of
the holders of a majority of the shares casting votes at the
Meeting on such proposal is required for approval. Accordingly,
abstentions will have no effect on the outcome of the
proposals.
Q. What should I do if I receive more than one Notice of Internet
Availability of Proxy Materials?
A. If you receive more than one Notice of Internet Availability of
Proxy Materials, your shares are registered in more than one name
or are registered in different accounts. Please follow the
instructions on each Notice of Internet Availability of Proxy
Materials to ensure that all of your shares are voted.
Q. Can I change my mind after I return my proxy?
A. Yes. You may change your vote at any time before your proxy is
voted at the Meeting. If you are a stockholder of record, you can
do this by giving written notice to the Secretary, by submitting
another proxy with a later date, or by attending the Meeting and
voting virtually. If you are a stockholder in “street” or “nominee”
name, you should consult with the bank, broker or other nominee
regarding that entity’s procedures for revoking your voting
instructions.
Q. Who is soliciting my vote and who is paying the
costs?
A. Your vote is being solicited on behalf of the Board, and the
Company will pay the costs associated with the solicitation of
proxies, including preparation, assembly, printing and mailing of
the Notice of Internet Availability of Proxy Materials and this
Proxy Statement, as applicable.
Q. How can I find out the results of the voting?
A. We intend to announce preliminary voting results at the Meeting
and publish final results in a Current Report on Form 8-K within
four business days following the Meeting.
Q. Whom should I contact if I have questions?
A. If you have any additional questions about the Meeting or the
proposals presented in this Proxy Statement, you should contact the
following person at our principal executive office as
follows:
Joseph Dowling, Secretary
10070 Barnes Canyon Road
San Diego, California 92121
(866) 290-2157
PROPOSAL 1
ELECTION OF DIRECTORS
The Board has nominated Ms. Beth Altman, Dr. Paul Blake, Mr. Joseph
Dowling, Ms. Terri Funk Graham, and Dr. Joseph Maroon as directors
to be elected to serve until the next annual meeting of
stockholders and until their successors are duly elected and
qualified, subject to prior death, resignation or removal. Each of
the nominees is currently a director of CV Sciences. The size of
the Board is currently fixed at five members. Accordingly, at the
Meeting, five directors will be elected to the Board. Proxies
cannot be voted for a greater number of persons than the number of
nominees named. The five nominees with the greatest numbers of
votes at the Meeting will be elected to the five director
positions. Unless otherwise instructed, the proxy holders will vote
the proxies received by them for the Board’s five nominees named
below. If any nominee is unable or declines to serve as director at
the time of the 2021 Annual Meeting, the proxies will be voted for
any nominee who is designated by our present Board to fill the
vacancy.
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Name |
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Age |
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Position |
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Audit Committee |
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Compensation Committee |
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Governance and Nominating Committee |
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Director
Since |
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Beth Altman |
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50 |
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Director |
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C |
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* |
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2019 |
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Dr. Paul Blake |
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73 |
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Director |
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* |
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* |
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2019 |
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Joseph Dowling |
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63 |
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Chief Executive Officer, Director |
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2018 |
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Terri Funk Graham |
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55 |
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Director |
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* |
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C |
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2019 |
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Dr. Joseph Maroon |
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80 |
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Director |
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* |
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C |
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2018 |
________________________________
C Chair
* Member
Each nominee, if elected at the Meeting, will serve as a director
until the earlier of the 2022 annual meeting of the Company’s
stockholders or until their successors are duly elected and
qualified, subject to prior death, resignation or removal. There
currently are no legal proceedings, and during the past ten years
there have been no legal proceedings, that are material to the
evaluation of the ability or integrity of any of our directors or
director nominees.
Beth Altman.
Ms. Altman has served as a Director of CV Sciences, Inc. since
October 24, 2019. Ms. Altman joined the Board and brings a proven
track record of more than 25 years including achievements in
accounting, finance, management, business development, strategic
planning, and corporate governance. Ms. Altman worked at KPMG from
1993 to 2019, serving as office Managing Partner from 2014 to 2019,
where she successfully led a team of over 260 professionals and 23
partners, providing an array of assurance, tax and advisory
services to public and private companies across all industry
sectors. Additionally, Ms. Altman served as the lead audit partner
for numerous early-stage, middle market and large global clients in
the private and public markets, predominately in the life sciences,
consumer markets, and technology sectors. Since June 2020, Ms.
Altman has served on the board of directors and on the audit
committee of Allscripts Healthcare Solutions, Inc. (Nasdaq: MDRX).
Ms. Altman also served as a board member of the Corporate Directors
Forum, a 501(c)(6) nonprofit organization focused on helping
directors, and those who support them, build more effective boards
through continuous learning and peer networking. She also held a
leadership position in the Women Corporate Directors, San Diego
Chapter, the world’s largest membership organization and community
of today’s preeminent women leaders in business.
The Board has determined that Ms. Altman's substantial finance,
management, business development and strategic planning experience,
as well as her experience serving as a member of other boards, make
her well-qualified to continue as a member of our
Board.
Dr. Paul Blake.
Dr. Blake has served as a Director of CV Sciences, Inc. since
October 21, 2019. Dr. Blake brings with him deep expertise in
clinical research, development, and medical affairs within the
pharmaceutical industry. He is currently CEO of Papyrus
Therapeutics Inc. He served as Chief Medical Officer at Heron
Therapeutics Inc. ("Heron"),
a commercial-stage biotechnology company focused on improving the
lives of patients suffering from pain or cancer by developing
best-in-class treatments, from December 2017 to March 2020.
At Heron, Dr. Blake was responsible for clinical research, medical
affairs and drug safety. Prior to joining Heron, he served as Chief
Medical Officer of BioDelivery Sciences International, and before
that he was the Chief Development Officer at Oxford BioMedica, a
gene therapy company. His prior positions include Chief Medical
Officer and Senior Vice President of Clinical Research and
Development of Aeterna Zentaris, Inc., and Senior Vice President
and then Executive Vice President of Worldwide Medical and
Regulatory Operations at Cephalon, Inc. From 1992 to 1998, he held
the position of Senior Vice President and Medical Director,
Clinical Research and Development at SmithKline Beecham
Pharmaceuticals (now GlaxoSmithKline plc). Prior to that, he worked
for ICI Pharmaceuticals (now Astra Zeneca) and G.D. Searle. Dr.
Blake is qualified in medicine from the Royal Free Hospital School
of Medicine, London University. He is a Fellow of the Royal College
of Physicians and a Fellow of the Faculty of Pharmaceutical
Medicine of the Royal College of Physicians. He
is also a Fellow of the American College of Clinical Pharmacology.
Dr. Blake has been involved in the development of several
pharmaceutical drugs including: Tenormin, Zestril, Kytril, Relafen,
Paxil, Coreg, Havrix, Hycamtin, Famvir, Requip, Avandia, Provigil
and Fentora. Dr. Blake served on the board of Memory
Pharmaceutical, Inc., until it was purchased by Roche in 2009 and
was a founding board member of Protez Pharmaceuticals, Inc., until
it was purchased by Novartis in 2008.
The Board has determined that Dr. Blake's substantial experience in
the pharmaceutical industry, including in the development of
several pharmaceutical drugs, and prior leadership experience make
him well-qualified to continue as a member of our
Board.
Joseph Dowling.
Mr. Dowling was appointed as our Chief Executive Officer
("CEO")
on May 31, 2018 and Secretary on August 25, 2014. He was our Chief
Financial Officer (“CFO”)
from June 16, 2014 to March 15, 2019. Before joining CV Sciences,
Mr. Dowling held numerous senior positions including serving as
President and CFO of MediVas, LLC, a biotechnology company focused
on drug formulation and delivery, from 2005 to 2013 where he led
day-to-day operations, drug research and development, product
development and commercialization and strategic alliance building,
including license agreements with Pfizer, Merck, Wyeth, DSM,
Guidant and Boston Scientific. Mr. Dowling served as a Managing
Director in the mergers and acquisitions group at Citigroup from
1998 to 2005. Earlier in his career, Mr. Dowling served in various
finance and accounting roles in both public accounting and in the
banking industry. Mr. Dowling graduated from University of
California, Los Angeles in Economics and is a Certified Public
Accountant. As the Company’s Chief Executive Officer and former
Chief Financial Officer, Mr. Dowling is specially qualified to
serve on the Board because of his detailed knowledge of the
pharmaceutical industry including drug research and development and
the Company’s global consumer product operations and his expertise
in financial matters.
As the Company's Chief Executive Officer and former Chief Financial
Officer, Mr. Dowling is specially qualified to serve on the Board
because of his detailed knowledge of the pharmaceutical industry,
including drug research and development and the Company's global
consumer product operations and his experience in financial
matters.
Terri Funk Graham.
Ms. Graham has served as a Director of CV Sciences, Inc. since
August 22, 2019. Ms. Graham joined the Board with vast experience
serving on the Board of Fortune 1000 companies. She is currently an
independent board director for Sprouts Farmers Market Inc. (Nasdaq:
SFM), a $6 billion specialty retailer of natural and organic food
focusing on health and wellness, where she serves as the
Chairperson of the Nominating & Corporate Governance Committee
and serves on the Compensation Committee. Ms. Graham is also an
independent board director for Lumber Liquidators Inc. (NYSE: LL),
a $1 billion specialty retailer of hard-surface flooring, where she
serves as the Chairperson of the Nominating & Corporate
Governance Committee and a member of the Compensation Committee.
She also served on the boards of directors of Hot Topic Inc. and
1-800 Contacts Inc. before these companies were sold to private
equity firms. In addition to her extensive board experience, Ms.
Graham is a senior marketing executive change agent who directly
influenced the success, image and growth of the $3 billion Jack in
the Box brand for more than 20 years. As the SVP & Chief
Marketing Officer for Jack in the Box for 10 years, she was a
pioneer in innovative branding, product development, advertising
and digital media. Acknowledged for her strategic thinking,
financial acumen, courage and proven results, her strategic vision
and business expertise enabled her to effectively reinvent the Jack
brand multiple times with franchise partners and executive
management. While at Jack in the Box, Ms. Graham delivered one of
the most successful national advertising campaigns, achieving 10
Effie Awards and several Belding’s and Clio Awards.
The Board has determined that Ms. Graham's substantial branding and
marketing experience, as well as extensive experience serving on
public company boards of directors, make her well-qualified to
continue as a member of our Board.
Dr. Joseph Maroon.
Dr. Maroon is a clinical professor and vice chairman of the
Department of Neurological Surgery and the Heindl Scholar in
Neuroscience at the University of Pittsburgh Medical Center (UPMC).
He is a world-renowned neurosurgeon, and brings his expertise in
health, nutrition and wellness to expand the depth of medical and
biotech leadership on the Board. Dr. Maroon was previously a
member of the board of directors and Chairman of the Scientific
Committee of Mylan Laboratories from 2005 to 2017. Dr. Maroon has
been a team neurosurgeon in the National Football League since
1981, and serves as medical director of other professional sports
organizations. He has served on the editorial boards of eight
medical and neurological journals.
He also is past-president of the Congress of Neurological Surgeons,
the largest society of neurosurgeons in the world. Dr. Maroon has
conducted extensive research into neurotrauma, brain tumors and
diseases of the spine, which has led to many innovative techniques
for diagnosing and treating these disorders. His research efforts
have garnered him numerous awards from various national and
international neurological societies.
The Board has determined that Dr. Maroon's substantial medical
experience and health expertise make him well-qualified to continue
as a member of our Board.
Vote Required and Recommendation of the Board
Directors are elected by plurality of the votes cast at the Meeting
by the holders of shares present virtually or represented by proxy
and entitled to vote on the election of the directors. The five
nominees receiving the highest number of "FOR" votes will be
elected. Shares represented by executed proxies will be voted for
which no contrary instruction is given, if authority to do so is
not withheld, "FOR" the election of each of the nominee named
above. If a nominee becomes unavailable for election as a result of
an unexpected occurrence, your shares will be voted for the
election of a substitute nominee by your Board.
The Board unanimously recommends that you vote “FOR” each of the
nominees identified above.
PROPOSAL 2
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO INCREASE
AUTHORIZED SHARES OF COMMON STOCK
Overview
We are asking our stockholders to approve an amendment to our
Certificate of Incorporation, as amended (the “Existing Charter”),
to increase the number of authorized shares of our common stock,
par value $0.0001 per share, from 190,000,000 shares of common
stock to 290,000,000 shares of common stock, and to correspondingly
increase the number of authorized shares of all classes of our
capital stock to 300,000,000 (the “Charter
Amendment”).
If our stockholders approve this proposal at the Meeting, then
Article IV of the Existing Charter will be amended and restated to
read in its entirety as follows:
The Corporation is authorized to issue two classes of shares of
stock to be designated as “Common Stock” and “Preferred Stock.” The
total number of shares that the Corporation shall have the
authority to issue is Three Hundred Million (300,000,000). The
total number of shares of Common Stock shall be Two Hundred Ninety
Million (290,000,000), and each such share shall have a par value
of $0.0001; and the total number of shares of Preferred Stock shall
be Ten Million (10,000,000), and each such share shall have a par
value of $0.0001.
(a) Common Stock. The Corporation is authorized to issue shares of
Common Stock from time to time, which shall have all of the rights
normally associated with shares of common stock under the
DGCL.
(b) Preferred Stock. The Corporation is authorized to issue shares
of Preferred Stock from time to time in one or more series or
classes, each such share or class to have such distinctive
designation or title as may be fixed by resolution of the Board of
Directors of the Corporation (the “Board”), duly adopted prior to
the issuance of any shares thereof. Each such series or class shall
have such voting powers, if any, and such preferences and/or other
special rights, with such qualifications, limitations or
restrictions of such preferences and/or rights as shall be stated
in the resolution or resolutions providing for the issuance of such
series or class of shares of Preferred Stock.
No change to the number of shares of our authorized preferred stock
is being made or proposed.
A copy of the proposed Charter Amendment to our Existing Charter is
attached hereto as Attachment A, and we urge you to read Attachment
A in its entirety before casting your vote.
The Board has unanimously approved, and recommended that our
stockholders approve, the Charter Amendment.
General
As of March 16, 2021, the Company is authorized to issue up to
190,000,000 shares of its common stock, of which, 106,605,784
shares were issued and outstanding, and 10,000,000 shares of its
preferred stock, none of which were or are issued or outstanding.
Additional shares of common stock were reserved for issuance under
our equity incentive plan and other outstanding securities,
including (collectively, the “Anticipated Share
Reserves”):
•38,215,243
shares of common stock issuable upon the exercise of outstanding
stock options with a weighted-average exercise price of $0.47 per
share; and
•5,175,398
shares of common stock reserved for future issuance under the
Company’s Amended and Restated 2013 Equity Incentive Plan (the
“Plan”).
The purpose of the proposed Charter Amendment is to provide the
Company with a sufficient number of shares of common stock
available (i) to issue in connection with raising equity capital,
(ii) to give us sufficient authorized shares of
common stock to generally support our growth and to provide
flexibility for future corporate needs, and (iii) to issue in
connection with the exercise of stock options and warrants, and
(iv) for potential future increases in the number of shares of
common stock reserved for issuance under the Plan.
Accordingly, the Board has declared the proposed Charter Amendment
to be advisable and in the best interests of the Company and our
stockholders and is submitting the Charter Amendment to a vote of
our stockholders.
Reasons to Approve the Charter Amendment and Increase Our
Authorized Common Stock
The Board believes that the proposed Charter Amendment and increase
in the number of authorized shares of our common stock is desirable
to enhance our flexibility in taking possible future actions, such
as raising additional equity capital, exchanging equity for debt or
other transactions that have a similar effect, financings,
stock-based acquisitions, stock splits, equity incentive awards,
potential strategic transactions, including mergers, acquisitions,
and business combinations, as well as other general corporate
transactions.
Additionally, by approving the increase to the Company’s authorized
shares of common stock now, we will be able to act in a timely
manner when such a need arises or when the Board believes it is in
the best interests of the Company and our stockholders to take
action, without the risk, delay, and expense that would be required
at that time to obtain stockholder approval of such an increase at
a special meeting of stockholders.
Other than the reserved shares of common stock described above, as
of the date of this Proxy Statement, we do not currently have any
definitive agreements or plans to issue the additional shares of
common stock that would be authorized as a result of approving the
proposed Charter Amendment; provided, however, that the Company
may, in its discretion, continue to utilize the stock purchase
facility currently in place with Tumim Stone Capital LLC. We review
and evaluate potential capital raising activities, transactions and
other corporate actions on an ongoing basis to determine if such
actions would be in the Company’s best interest and the best
interest of our stockholders.
Effect of the Charter Amendment and Increase in Authorized Shares
of Common Stock
Increasing the number of authorized shares of common stock will not
alter the number of shares of common stock presently issued and
outstanding or reserved for issuance, and will not change the
relative rights of holders of any shares. The additional authorized
shares of common stock, if and when issued, would have the same
rights and privileges as the shares of common stock previously
authorized, issued and outstanding. Those rights do not include
preemptive rights with respect to the future issuance of any
additional shares.
If the proposed Charter Amendment is adopted, other than with
respect to the shares of common stock subject to the Anticipated
Share Reserves and the Plan, the newly authorized shares of common
stock would be unreserved and available for issuance. No further
stockholder authorization would be required prior to the issuance
of such shares of common stock by the Company, except where
stockholder approval is required by our Certificate of
Incorporation, Bylaws, as amended, or law.
The increase in our authorized shares of common stock would not
have any immediate dilutive effect on the proportionate voting
power or other rights of our existing stockholders. However, any
subsequent issuance, or the possibility of such issuance, of shares
of common stock (including the exercise of stock options and
warrants, and the issuance of shares of our common stock under the
Plan) would reduce each stockholder’s proportionate interest in the
Company, and may depress the market price of our common
stock.
Except as set forth in the Charter Amendment, all of the remaining
provisions of the Existing Charter will remain in full force and
effect without change.
Anti-takeover Effects
SEC rules and regulations require disclosure of the possible
anti-takeover effects of an increase in authorized capital stock
and other charter and bylaw provisions that could have an
anti-takeover effect. Although the Board has not proposed the
Charter Amendment and the increase in the number of authorized
shares of common stock with the intent of using the additional
shares to prevent or discourage any actual or threatened takeover
of the Company, under certain circumstances, such shares could have
an anti-takeover effect. The additional shares of common stock
could be issued to dilute the stock ownership or voting rights of
persons seeking to obtain control of the Company or could be issued
to persons allied with the Board or management and,
thereby, have the effect of making it more difficult to remove
directors or members of management by diluting the stock ownership
or voting rights of persons seeking to effect such a removal.
Accordingly, if the proposed Charter Amendment and authorized
common stock increase is approved, the additional shares of
authorized common stock may render more difficult or discourage a
merger, tender offer or proxy contest, the assumption of control by
a holder of a large block of common stock, or the replacement or
removal of the Board or management.
This proposal is not prompted by any specific effort or takeover
threat currently perceived by the Board or management.
Timing of the Proposed Charter Amendment
If our stockholders approve Proposal 2 at the Meeting, we will file
the Charter Amendment to our Existing Charter with the office of
the Secretary of State of Delaware to implement the increase in the
authorized number of shares of common stock as soon as practicable
following the Meeting. Upon approval and following such filing with
the Secretary of State of Delaware, the Charter Amendment will
become effective on the date it is filed.
Recommendation of the Board
The Board unanimously recommends a vote “FOR” the approval of this
Proposal 2.
Vote Required
The affirmative (“For”) votes from the holders of a majority of the
outstanding shares of common stock entitled to vote at the Meeting
is required to approve the increase in the authorized number of
shares of common stock.
If you are a stockholder of record as of the Record Date and you
fail to vote in person, by remote communication, by failing to
return your proxy card or to vote using the telephone or Internet,
it will have the same effect as an “Against” vote.
If you are a stockholder of record and return a signed and dated
proxy card without providing specific voting instructions on
Proposal 2, or do not specify your vote on Proposal 2 when voting
using the telephone or internet, your shares will be voted “For”
Proposal 2 in accordance with the recommendations of our Board.
Abstentions will have the same effect as “Against”
votes.
We believe that Proposal 2 will be deemed to be a “routine” matter.
Therefore, if you are a beneficial owner of shares of common stock
registered in the name of your broker or other nominee and you fail
to provide instructions to your broker or nominee as to how to vote
your shares of common stock on Proposal 2, your broker or nominee
will have the discretion to vote your shares of common stock on
Proposal 2. Accordingly, if you fail to provide voting instructions
to your broker or nominee, your broker or nominee can vote your
shares of common stock on Proposal 2 in a manner that is contrary
to what you intend. For example, if you are against the approval of
Proposal 2 but you do not provide any voting instructions to your
broker, your broker can nonetheless vote your shares of common
stock “For” Proposal 2. While we do not expect any broker non-votes
on Proposal 2, if you do not provide voting instructions and your
broker or nominee fails to vote your shares of common stock, this
will have the same effect as an “Against” vote. If you are a
beneficial owner of shares of common stock registered in the name
of your broker or other nominee, we strongly encourage you to
provide voting instructions to the broker or nominee that holds
your shares of common stock to ensure that your shares of common
stock are voted in the manner in which you want them to be
voted.
We urge investors to vote “For” this Proposal 2, as failure to
obtain a majority of the outstanding shares of common stock
entitled to vote at the Meeting will limit the Company’s ability to
operate and execute on current and future business
plans.
PROPOSAL 3
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected Deloitte & Touche LLP
("Deloitte")
as our independent registered public accounting firm for the fiscal
year ending December 31, 2021, and has further directed that we
submit the selection of the independent registered accounting firm
for ratification by our stockholders at the 2021 Annual
Meeting.
The selection of our independent registered public accounting firm
is not required to be submitted for stockholder approval.
Nonetheless, the Board is seeking ratification of its selection of
Deloitte as a matter of further involving our stockholders in our
corporate affairs. If our stockholders do not ratify this
selection, the Board will reconsider its selection of Deloitte and
will either continue to retain the firm or appoint a new
independent registered public accounting firm. Even if the
selection is ratified, the Board may, in its sole discretion,
determine to appoint a different independent registered public
accounting firm at any time during the year if it determines that
such a change would be in our and our stockholders’ best
interests.
Representatives of Deloitte will be at the Meeting. The
representatives of Deloitte will have an opportunity to make a
statement at the Meeting, if they so desire, and will be available
to respond to appropriate questions.
The Audit Committee reviews and must pre-approve all audit and
non-audit services performed by our independent registered public
accounting firm, as well as the fees charged by it for such
services. In its review of non-audit service fees, the
Audit Committee considers, among other things, the possible impact
of the performance of such services on the accounting firm’s
independence.
Independent Registered Public Accounting Firm's Fees
The following table summarizes the fees billed to us by Deloitte
for the years ended December 31, 2020 and 2019. All fees described
below were pre-approved by the Audit Committee:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Category |
|
2020 |
|
2019 |
|
Audit Fees (1) |
|
$ |
475,236 |
|
|
$ |
495,788 |
|
|
Audit Related Fees (2) |
|
29,973 |
|
|
— |
|
|
Tax Fees |
|
— |
|
|
— |
|
|
All Other Fees (3) |
|
1,895 |
|
|
— |
|
|
|
|
$ |
507,104 |
|
|
$ |
495,788 |
|
(1) Audit fees consist of fees billed for professional services for
audit and quarterly reviews of our financial
statements.
(2) Audit Related Fees associated with the procedures related to
the Company's filing of a Registration Statement on Form S-3 with
the SEC.
(3) All Other Fees incurred were for subscriptions to technical
accounting resources.
Audit Committee's Pre-Approval Policies and Procedures
Our Audit Committee has adopted a procedure for pre-approval of all
fees charged by our independent auditors. Under the procedure, the
Audit Committee approves the engagement letter with respect to
audit and review services. Other fees are subject to pre-approval
by the Audit Committee, or, in the period between meetings, by a
designated member of the Board or Audit Committee. Any such
approval by the designated member is disclosed to the entire Board
at the next meeting.
Vote Required and Recommendation of the Board
The affirmative ("For") vote of the holders of a majority of the
shares casting votes at the Meeting on this proposal, at which a
quorum is present, is required to approve this
proposal.
The Board unanimously recommends that you vote “FOR” the
ratification of Deloitte as the Company’s independent registered
public accounting firm for the year ended December 31,
2021.
PROPOSAL 4
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER
COMPENSATION
In accordance with Section 14(a) of the Exchange Act, the Company
is providing stockholders with an advisory (non-binding) vote on
compensation programs, which is sometimes referred to as "say on
pay," for our named executive officers, Mr. Joseph Dowling, Mr.
Joerg Grasser, and Dr. Duffy MacKay. Accordingly, you may vote on
the following resolution at the 2021 Annual Meeting:
"RESOLVED, that the compensation paid to our named executive
officers, as disclosed pursuant to Item 402 of Regulation S-K,
including the compensation tables and narrative discussion is
hereby APPROVED."
This vote is non-binding. The Board intends to consider the outcome
of the vote when making future executive compensation decisions
and, in particular, to consider any significant negative voting
results to the extent they can determine the cause or causes for
such votes. The Board has determined, consistent with the vote of
the Company's stockholders, to submit a resolution on the
compensation of the Company's named executive officers to the
Company's stockholders for an advisory vote every
year.
Stockholders are encouraged to read the accompanying compensation
tables and the related narrative disclosures for more information
about the Company's executive compensation program.
Vote Required and Recommendation of the Board
The affirmative vote of holders of a majority of the shares of the
Company's common stock casting votes at the Meeting on this
proposal will be required for the approval, on an advisory
non-binding basis, of the named executive officer
compensation.
The Board unanimously recommends that you vote “FOR” the approval
of the named executive officer compensation as disclosed in the
accompanying compensation tables and the related narrative
disclosure.
CORPORATE GOVERNANCE
Board and Stockholder Meetings and Attendance
The Board has responsibility for establishing broad corporate
policies and reviewing our overall performance rather than
day-to-day operations. The primary responsibility of the Board is
to oversee the management of the Company and, in doing so, serve
the best interests of the Company and its stockholders. The entire
Board selects, evaluates and provides for the succession of
executive officers and, subject to stockholder election, directors.
It reviews and approves corporate objectives and strategies, and
evaluates significant policies and proposed major commitments of
corporate resources. The Board also participates in decisions that
have a potential major economic impact on the Company. Management
keeps the directors informed of Company activity through regular
communication, including written reports and presentations at Board
and committee meetings.
Directors are elected annually and hold office until the next
annual meeting and until their successors are duly elected and
qualified, subject to prior death, resignation or removal. During
fiscal year 2020, there were four formal Board meetings. None of
our directors attended fewer than 75% of the total number of
meetings of the Board and meetings of any committee of the Board on
which such director served during the time each such individual
director was serving as a director. The Company encourages, but
does not require, directors to attend annual meetings of
stockholders. All of the directors attended the virtual 2020 Annual
Meeting of Stockholders.
Committees of the Board
The Company has formal standing compensation, audit and nominating
committees. All other functions of the Board are being undertaken
by the Board as a whole, or special committees.
Compensation Committee
The Company's compensation committee (the "Compensation
Committee")
consists of Terri Funk Graham, Dr. Paul Blake and Beth Altman, and
has established a charter that requires all members of the
Compensation Committee to be “non-employee directors” for purposes
of Rule 16b-3 of the Exchange Act, and satisfy the requirements of
an “outside director” for purposes of Section 16(m) of the Internal
Revenue Code.
The Compensation Committee is responsible for overseeing and, as
appropriate, making recommendations to the Board regarding the
annual salaries and other compensation of our executive officers,
our general employee compensation and other policies and providing
assistance and recommendations with respect to our compensation
policies and practices. The Compensation Committee is authorized to
carry out these activities and other actions reasonably related to
the Compensation Committee's purposes or assigned by the Board from
time to time. The Compensation Committee operates pursuant to a
written charter that is available on our website at
http://www.cvsciences.com
under "Investor Relations - Corporate Governance - Governance
Documents." During fiscal year 2020, the Compensation Committee did
not engage a compensation consultant. During fiscal year 2019, the
Compensation Committee retained Radford, a division of Aon Hewitt,
to consult with the Company on a range of issues relating to
executive and director compensation. Radford served at the
discretion of the Compensation Committee and provided services only
to the Compensation Committee. Services provided by Radford
included a review of executive and director compensation, public
peer group and compensation philosophy development, and executive
compensation benchmarking. Working with Radford, the Compensation
Committee considered a variety of factors when determining the
Company’s executive compensation program and total compensation
levels. These factors included analysis of peer companies and
Radford’s Global Life Science Survey.
During fiscal year 2020, the Compensation Committee held two
meetings.
Audit Committee
The Audit Committee consists of Beth Altman, Dr. Joseph Maroon, and
Terri Funk Graham, and has established a charter that requires all
members of the Audit Committee to be independent in accordance with
applicable listing standards. Our securities are quoted on the OTC:
QB, which does not have any director independence requirements.
Further, companies with securities only listed on the OTC: QB are
not required to comply with the independence standards set forth in
Rule 10A-3(b)(1) of the Exchange Act. Our Board has also determined
that Ms. Altman is “audit committee financial experts” as defined
in Item
407(d) of Regulation S-K. The Audit Committee operates pursuant to
a written charter that is available on our website at
www.cvsciences.com under “Investor Relations – Corporate Governance
- Governance Documents.”
The Audit Committee's responsibilities include: a) selecting and
evaluating the performance of our independent auditors; b)
reviewing the scope of the audit to be conducted by our independent
auditors, as well as the result of their audit, and approving audit
and non-audit services to be provided; c) reviewing and assessing
our financial reporting activities and disclosure, including our
earnings press releases and periodic reports, and the accounting
standards and principles followed; d) reviewing the scope, adequacy
and effectiveness of our internal control over financial reporting;
e) reviewing management’s assessment of our compliance with our
disclosure controls and procedures; f) reviewing our public
disclosure policies and procedures; g) reviewing our guidelines and
policies regarding risk assessment and management, our tax strategy
and our investment policy; h) reviewing and approving related-party
transactions; and i) reviewing threatened or pending litigation
matters and investigating matters brought to the committee's
attention that are within the scope of its duties.
The Audit Committee also reviews and discusses with our management
and independent registered public accounting firm the financial
statements and disclosures in our quarterly financial press
releases and SEC filings. In performing its responsibilities, the
Audit Committee has reviewed and discussed with management and the
Company’s independent auditors the audited financial statements in
the Company’s Annual Report on Form 10-K for the year ended
December 31, 2020. The Audit Committee has also discussed with the
independent registered public accounting firm matters required to
be discussed by Auditing Standard No. 61, Professional Standards,
as adopted by the Public Company Accounting Oversight Board
(“PCAOB”).
The Audit Committee has received the written disclosures and the
letter from the Company’s independent accountant required by
applicable requirements of the PCAOB regarding the independent
accountant's communications with the Audit Committee concerning
independence, and has discussed with our independent registered
public accounting firm such firm’s independence. Based on the
reviews and discussions referred to above, the Audit Committee
unanimously recommended to the Board that the audited financial
statements be included in the Company's Annual Report on Form 10-K
for the year ended December 31, 2020.
During fiscal year 2020, the Audit Committee held five
meetings.
Nominating Committee
The Company's nominating and governance committee (the
"Nominating
Committee")
consists of Dr. Paul Blake and Dr. Joseph Maroon, and is comprised
solely of independent directors, as defined by
Nasdaq. The Nominating Committee interviews, evaluates,
nominates and recommends individuals for membership on the Board,
evaluates the effectiveness of the Board and its serving members,
and recommends the structure, responsibility and composition of the
committees of the Board. The Nominating Committee is
also responsible for recommending guidelines and policies for
corporate governance for adoption by the Board. The
charter of the Nominating Committee has been established and
approved by the Board, and a copy of the charter has been posted on
our website at www.cvsciences.com under “Investor Relations –
Corporate Governance - Governance Documents.”
The Nominating Committee provides instructions in each annual proxy
statement regarding how stockholders can make director nominations.
The Nominating Committee does not have a formal policy for
consideration of any director candidates recommended by
shareholders, including the minimum qualifications for director
candidates, as we have never received such a nomination; however,
any such nomination, if received, would be considered on an equal
basis with candidates identified by the Nominating
Committee.
During fiscal year 2020, the Nominating Committee held one
meeting.
Board Leadership Structure
The Company does not have a lead independent director, as the
Company's Chief Executive Officer also serves as the Chairman of
the Board. We believe our leadership structure is appropriate for
the size and scope of operations of a company of our
size.
Board’s Role in Risk Management
The Board is responsible for oversight of risks facing CV Sciences,
while our management is responsible for day-to-day management of
risk. The Board, as a whole, directly oversees our strategic and
business risk, including financial reporting related risk and
product development risk. We believe the Board, as a whole,
supports its role in risk oversight, with our Chief Executive
Officer and Chief Financial Officer responsible for assessing and
managing risks facing CV Sciences day-to-day and other members of
the Board providing oversight of such risk management.
Code of Ethics
We have adopted a corporate code of ethics that applies to all
directors, officers and employees. A copy is available on the
"Investors-Corporate Governance" section of our website at
www.cvsciences.com.
Family Relationships
There are no family relationships between any directors or
executive officers of CV Sciences.
Compensation of Directors
We adopted a non-employee director compensation program (the
"Program").
The Program became effective for any existing non-employee
directors on January 1, 2020. Our Program for non-employee
directors consists of:
•an
annual cash retainer of $40,000, payable in quarterly
installments;
•an
annual fee of $15,000 to the Chair of the Audit Committee and an
annual fee of $7,500 to each member of the Audit
Committee;
•an
annual fee of $10,000 to the Chair of the Compensation Committee
and an annual fee of $6,000 to each member of the Compensation
Committee;
•an
annual fee of $7,500 to the Chair of the Nominating Committee and
an annual fee of $5,000 to each member of the Nominating
Committee;
•an
initial option grant with a grant date fair value of $200,000
computed in accordance with FASB ASC Topic 718; and
•an
annual option grant with a grant date fair value of $100,000
computed in accordance with FASB ASC Topic 718.
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|
|
|
|
|
|
|
Name of Directors |
|
Fees earned or paid in cash
($)(1) |
|
Stock Awards
($) |
|
Option Awards
($)(2) |
|
All other compensation
($) |
|
Total ($) |
|
Beth Altman |
|
$ |
56,500 |
|
|
$ |
— |
|
|
$ |
95,567 |
|
|
$ |
— |
|
|
$ |
152,067 |
|
|
Dr. Paul Blake |
|
$ |
51,000 |
|
|
$ |
— |
|
|
$ |
95,567 |
|
|
$ |
— |
|
|
$ |
146,567 |
|
|
Terri Funk Graham |
|
$ |
55,625 |
|
|
$ |
— |
|
|
$ |
95,567 |
|
|
$ |
— |
|
|
$ |
151,192 |
|
|
Dr. Joseph Maroon |
|
$ |
55,000 |
|
|
$ |
— |
|
|
$ |
121,052 |
|
|
$ |
— |
|
|
$ |
176,052 |
|
|
James McNulty (3) |
|
$ |
35,025 |
|
|
$ |
— |
|
|
$ |
146,537 |
|
|
$ |
— |
|
|
$ |
181,562 |
|
________________________________
(1) This column reflects the annual cash
retainer for Board services during fiscal 2020.
(2) These amounts represent the grant date
fair value of stock options granted in fiscal 2020 computed in
accordance with FASB ASC Topic 718. We do not include any impact of
estimated forfeitures related to service-based vesting terms in
these calculations. Assumptions used in calculating these values
may be found in Note 9 of our financial statements in our 2020
Annual Report on Form 10-K.
(3) Mr. McNulty resigned as a director on
July 27, 2020.
The aggregate number of shares of our common stock subject to
outstanding options held by each non-employee director as of
December 31, 2020 was as follows: Ms. Altman 259,000 shares, Dr.
Blake 259,000 shares, Ms. Graham 212,000, and Dr. Maroon 440,000
shares. Mr. McNulty did not have any outstanding options as of
December 31, 2020.
Conflicts of Interest
Our directors and officers are not obligated to commit their full
time and attention to our business and, accordingly, they may
encounter a conflict of interest in allocating their time between
our operations and those of other businesses. In the course of
their other business activities, they may become aware of
investment and business opportunities which may be appropriate for
presentation to us as well as other entities to which they owe a
fiduciary duty. As a result, they may have conflicts of interest in
determining to which entity a particular business opportunity
should be presented. They may also in the future become affiliated
with entities that are engaged in business activities similar to
those we intend to conduct.
In general, officers and directors of a corporation are required to
present business opportunities to the corporation if:
•the
corporation could financially undertake the
opportunity;
•the
opportunity is within the corporation’s line of business;
and
•it
would be unfair to the corporation and its stockholders not to
bring the opportunity to the attention of the
corporation.
We have adopted a code of ethics that obligates our directors,
officers and employees to disclose potential conflicts of interest
and prohibits those persons from engaging in such transactions
without our consent.
Board Communications with Stockholders
Stockholders desiring to communicate with the Board or any
individual member should do so by sending regular mail to the
Board, or such director, c/o Secretary, 10070 Barnes Canyon Road,
San Diego, California 92121. All communications will be compiled by
the Secretary and forwarded to the Board or the appropriate
director accordingly.
EXECUTIVE OFFICERS
The following table provides information concerning our executive
officers as of March 16, 2021:
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|
Name |
|
Age |
|
Position |
|
Joseph Dowling |
|
63 |
|
Chief Executive Officer and Director |
|
Joerg Grasser |
|
46 |
|
Chief Financial Officer |
|
Dr. Duffy MacKay |
|
48 |
|
Senior VP Scientific and Regulatory Affairs |
Joseph Dowling.
See biographical information set forth above under "Proposal 1 -
Election of Directors."
Joerg Grasser.
On March 15, 2019, Mr. Grasser was appointed as the Chief Financial
Officer of the Company. Mr. Grasser previously served as the
Company's Chief Accounting Officer since December 26, 2018. Prior
to his appointment, Mr. Grasser, held the position of Controller at
Ballast Point Brewing Company ("Ballast
Point"),
a subsidiary of Constellation Brands, Inc. from 2015 to 2018, where
Mr. Grasser provided accounting, finance, financial reporting and
operational expertise to the company. Prior to his role at Ballast
Point, from 2014 to 2015. Mr. Grasser held the position of Senior
Director of Accounting for Sequenom, Inc., and from 2010 to 2014,
Mr. Grasser was at Peregrine Semiconductor Corporation advancing to
Director Financial Planning and Reporting. Mr. Grasser began his
career at KPMG LLP providing audit and IT advisory services,
advancing to senior audit manager. He has an MBA from the Keller
Graduate School of Management, a BA from University of Regensburg
and is a Certified Public Accountant.
Douglas “Duffy" MacKay, ND.
On March 18, 2019, Dr. MacKay was appointed as Senior Vice
President of Scientific and Regulatory Affairs of the Company.
Prior to his appointment, Dr. MacKay was a senior executive with
The Council for Responsible Nutrition ("CRN"),
a Washington, D.C. based trade association for dietary supplements
and functional foods. At CRN, Dr. MacKay held the position of
Senior Vice President of Scientific and Regulatory Affairs from
February 2014 to March 2018, and Vice President of Scientific and
Regulatory Affairs from September 2008 to February 2014. In these
roles, Dr. MacKay oversaw CRN’s scientific and regulatory affairs
department, ensuring that the association’s scientific, policy and
legislative positions were based on credible scientific rationale.
Prior to CRN, from 2004 to 2008, Dr. MacKay held the position of
Research Advisor for Nordic Naturals and Vice President of Clinical
Research, Nordic Pharma, a division of Nordic Naturals. During this
time, Dr. MacKay managed the research and scientific affairs for
the leading omega-3 fatty acid company’s consumer product and
pharmaceutical division. Dr. MacKay began his career in the dietary
supplements industry as Technical Advisor at Thorne Research, where
he provided technical support for product development, safety and
marketing from 1999 to 2004. In addition to his work with
nutritional products, Dr. MacKay maintained an integrative medicine
clinical practice from 2001 to 2019, and currently serves on
several editorial and advisory boards, including the Journal of
Dietary Supplements Editorial Board; Journal of Alternative and
Complementary Medicine Editorial Board; American Botanical Council
Advisory Board; Food, Drug and Law Institute Cannabis Derived
Product Committee; and CRN Board of Directors. Dr. MacKay earned
his N.D. in Naturopathic Medicine in 2001 from the National
University of Natural Medicine in Portland, Oregon and is a
licensed Naturopathic Doctor in Maryland. Dr. MacKay completed his
undergraduate degree in Marine Biology at University of California,
Santa Cruz in 1994.
EXECUTIVE COMPENSATION
The following table summarizes all compensation recorded by us in
each of the last two completed fiscal years for our principal
executive officer, our two most highly compensated executive
officers (other than our principal executive officer) who were
serving as executive officers as of December 31, 2020, and up to
two additional individuals for whom disclosure would have been made
in this table but for the fact that the individual was not serving
as an executive officer of our company at December 31, 2019. The
value attributable to any option awards, if any, is computed in
accordance with FASB ASC 718
Share-Based-Payment
(“ASC
718”).
Summary Compensation Table
The following table provides information concerning the
compensation paid during fiscal years 2020 and 2019 to our
"principal executive officer" and our next two most highly
compensated executive officers who were serving as executive
officers as of December 31, 2020. We refer to these individuals as
our "named executive officers."
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|
|
|
|
|
|
Name and Principal Position |
|
Fiscal Year |
|
Salary
($) |
|
Stock Awards
($)(1) |
|
Option Awards
($)(2) |
|
Non-Equity Incentive Plan Compensation
($)(3) |
|
All Other Compensation
($)(4) |
|
Total
($) |
|
Joseph Dowling |
|
2020 |
|
$ |
362,099 |
|
|
$ |
— |
|
|
$ |
484,480 |
|
|
$ |
— |
|
|
$ |
16,500 |
|
|
$ |
863,079 |
|
|
Chief Executive Officer |
|
2019 |
|
$ |
480,769 |
|
|
$ |
— |
|
|
$ |
2,057,702 |
|
|
$ |
210,000 |
|
|
$ |
18,000 |
|
|
$ |
2,766,471 |
|
|
Joerg Grasser (5) |
|
2020 |
|
$ |
214,711 |
|
|
$ |
— |
|
|
$ |
267,939 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
482,650 |
|
|
Chief Financial Officer |
|
2019 |
|
$ |
269,231 |
|
|
$ |
— |
|
|
$ |
993,219 |
|
|
$ |
120,000 |
|
|
$ |
— |
|
|
$ |
1,382,450 |
|
|
Dr. Douglas MacKay (6) |
|
2020 |
|
$ |
195,192 |
|
|
$ |
— |
|
|
$ |
141,188 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
336,380 |
|
|
Senior Vice President of Scientific and Regulatory
Affairs |
|
2019 |
|
$ |
192,308 |
|
|
$ |
— |
|
|
$ |
993,678 |
|
|
$ |
60,000 |
|
|
$ |
— |
|
|
$ |
1,245,986 |
|
________________________________
(1)These
amounts reflect the full grant date fair value of restricted stock
units calculated in accordance with FASB ASC Topic 718. Assumptions
used in calculating these values may be found in Note 9 of our
financial statements in our 2020 Annual Report on Form
10-K.
(2)These
amounts reflect the full grant date fair value of stock option
awards calculated in accordance with FASB ASC Topic 718.
Assumptions used in calculating these values may be found in Note 9
of our financial statements in our 2020 Annual Report on Form 10-K.
Stock option awards include time-based stock options. The amounts
include incremental expense of repriced option awards in 2020 for
Mr. Dowling of $51,399, Mr. Grasser of $51,399, and Dr. MacKay of
$25,699.
(3)The
amounts in this column reflect awards earned under our 2020 and
2019 cash incentive bonus program for performance in the respective
fiscal year, and which were paid early in the following fiscal
year.
(4)These
amounts reflect an auto allowance provided to Mr. Dowling for 2020
and 2019.
(5)Mr.
Grasser was appointed Chief Financial Officer on March 15, 2019 and
was previously Chief Accounting Officer from December 26,
2018.
(6)Dr.
Douglas MacKay was appointed Senior Vice President of Scientific
and Regulatory Affairs of the Company on March 18,
2019.
Narrative Explanation of Certain Aspects of the Summary
Compensation Table
The base salaries of all executive officers are reviewed annually
and adjusted when our Board or its Compensation Committee
determines an adjustment is appropriate. For fiscal year 2020, the
annual base salaries for our named executive officers were as
follows: Mr. Dowling - $525,000, Mr. Grasser - $325,000, and Dr.
MacKay - $265,000. We have employment agreements with Mr. Dowling
and Mr. Grasser, as described below.
Each year, we adopt a cash incentive bonus program that
incorporates certain short-term performance objectives designed to
further our long-term business objectives. These performance
objectives, which can change from year to year, have included
corporate as well as individual objectives. Due to the Company's
financial performance for fiscal year 2020, no cash incentive was
earned by or paid to our executive officers. In addition, due to
the extraordinary circumstances arising from COVID-19, we have
deferred a portion of our executive cash compensation.
In June 2020, our Board approved a stock option modification that
reduced certain employees’ and directors’ stock option exercise
prices to $0.66, as further discussed below in the section entitled
“Outstanding Equity Awards at Fiscal Year End.” No other terms of
the stock options were modified. Stock options to purchase a total
of 1,250,000 shares of common stock held by our named executive
officers were modified, including stock options to purchase
500,000, 500,000 and 250,000 shares of common stock held by Mr.
Dowling, Mr. Grasser and Dr. McKay, respectively. The modification
to the existing stock options held by our named executive officers
resulted in $128,497 in incremental value of the stock options, as
more specifically discussed in the footnotes to the Summary
Compensation Table above.
During fiscal year 2020, Mr. Dowling's total compensation was
$863,079, which included his salary of $362,099, the issuance of
1,500,000 stock options, $51,399 of incremental expense related to
the repricing of certain of his stock options in June 2020, and a
$16,500 auto allowance. Mr. Dowling's target for his performance
bonus was 50% of his annual salary; however, as noted above, due to
the Company's financial performance for fiscal year 2020, no
bonuses were paid for 2020. During fiscal year 2019, Mr. Dowling's
total compensation was $2,766,471, which included his salary of
$480,769, a performance bonus of $210,000, the issuance of 500,000
stock options, and a $18,000 auto allowance.
During fiscal year 2020, Mr. Grasser's total compensation was
$482,650, which included his salary of $214,711, the issuance of
750,000 stock options, and $51,399 of incremental expense related
to the repricing of certain of his stock options in June 2020. Mr.
Grasser's target for his performance bonus was 20% of his annual
salary; however, as noted above, due to the Company's financial
performance for fiscal year 2020, no bonuses were paid for 2020.
During fiscal year 2019, Mr. Grasser's total compensation was
$1,382,450, which included his salary of $269,231, a performance
bonus of $120,000 and the issuance of 250,000 stock
options.
During fiscal year 2020, Dr. MacKay's total compensation was
$336,380, which included his salary of $195,192, the issuance of
400,000 stock options, and $25,699 of incremental expense related
to the repricing of certain of his stock options in June 2020.
During fiscal year 2019, Dr. MacKay's total compensation was
$1,245,985, which included his salary of $192,308, a performance
bonus of $60,000 and the issuance of 250,000 stock
options.
Employment Agreements
We have entered into employment agreements with Mr. Dowling and Mr.
Grasser (the “Executives”).
Executive Employment Agreement with Joseph Dowling
Mr. Dowling is entitled to a base salary of $525,000, and a target
annual bonus in the amount of 50% of his base salary. The target
annual bonus is based on Mr. Dowling’s performance, as determined
by our Board in its sole discretion, against fundamental corporate
and/or individual objectives to be determined by the Board. Mr.
Dowling is eligible to participate in the 2013 Plan from time to
time and as recommended by the Compensation Committee.
Under the terms of the employment agreement with Mr. Dowling, if we
terminate his employment without cause (as defined below) or he
resigns for good reason (as defined below), the Company shall
continue to pay Mr. Dowling all salary, benefits, bonuses and other
compensation that would be due thereunder through the end of the
term of the agreement had the Company not terminated Mr. Dowling’s
employment, but in any event not less than one-year after the date
of such termination, with such amounts payable in accordance with
the Company’s standard payroll.
In the event Mr. Dowling’s employment is terminated with cause (as
defined below), the Company shall pay Mr. Dowling all salary then
due and payable through the date of termination. Mr. Dowling would
not be entitled to any severance compensation or any accrued
vacation pay or bonuses in connection with termination for
cause.
If Mr. Dowling’s employment is terminated as a result of his death
or following his permanent disability, Mr. Dowling or his estate,
as applicable, is entitled to the following payments and benefits:
(1) all salary and other compensation under his agreement, then due
and payable and all accrued vacation pay and bonuses, if any, in
each case payable or accrued through the date of death or
determination of permanent disability, and (2) all salary and
accrued benefits that would have been payable under his agreement
by the Company to Mr. Dowling during the one-year period
immediately following his death or permanent disability, as
applicable.
In addition, notwithstanding anything to the contrary contained any
agreement with respect thereto, (i) upon termination of Mr.
Dowling’s employment pursuant to termination with cause or
voluntary termination without good reason, all stock options, other
equity options, restricted equity grants and similar rights held by
Mr. Dowling with respect to securities of the Company not then
fully vested shall immediately terminate and revert to the Company,
(ii) upon termination of Mr. Dowling’s employment pursuant to
termination without cause or voluntary termination with good
reason, all stock options, other equity options, restricted equity
grants and similar rights held by Mr. Dowling with respect to
securities of the Company shall remain in full force and effect and
shall not be affected by such termination, and shall continue to
vest in accordance with their terms, and
(iii) upon termination of Mr. Dowling’s employment pursuant to
death or permanent disability, all stock options, other equity
options, restricted equity grants and similar rights held by Mr.
Dowling with respect to securities of the Company shall, to the
extent not then fully vested, immediately become fully
vested.
Executive Employment Agreement with Joerg Grasser
Mr. Grasser is entitled to a base salary of $325,000, and a target
annual bonus in the amount of 20% of his base salary. The target
annual bonus is based on Mr. Grasser’s performance, as determined
by the Board in its sole discretion, against fundamental corporate
and/or individual objectives to be determined by the Board. Mr.
Grasser is eligible to participate in the Plan from time to time
and as recommended by the Compensation Committee.
Under the terms of the employment agreement with Mr. Grasser, if we
terminate his employment without cause (as defined below) or he
resigns for good reason (as defined below), the Company shall
continue to pay Mr. Grasser all salary and benefits, that would be
due thereunder as follows (i) if terminated during the first year
of employment, for eight weeks, (ii) if terminated during the
second year of employment, for twelve weeks, and (iii) if
terminated during the third year of employment, for sixteen weeks,
with such amounts payable in accordance with the Company’s standard
payroll.
In the event Mr. Grasser’s employment is terminated with cause (as
defined below), the Company shall pay Mr. Grasser all salary then
due and payable through the date of termination. Mr. Grasser would
not be entitled to any severance compensation in connection with
termination for cause.
Defined Terms Applicable to Executive Employment
Agreements
For purposes of the Executives' Employment Agreements, "Cause"
shall mean, upon delivery by the Board to Executive of a written
notice terminating the Agreement for Cause (as such term is defined
below), which notice shall be supported by a reasonably detailed
statement of the relevant facts and reasons for
termination:
(a) Executive shall have committed an act of fraud, embezzlement or
theft with respect to the property or business of the
Company;
(b) Executive shall have materially breached the Agreement, as
determined by the Board, and such breach shall have continued for a
period of twenty days after receipt of written notice from the
Board specifying such breach;
(c) Executive shall have been grossly negligent in the performance
of his duties under the Agreement, intentionally not performed or
mis-performed any of such duties, or refused to abide by or comply
with the reasonable and lawful directives of the Board of
Directors, in each case as reasonably determined by the Board,
which action shall have continued for a period of twenty days after
receipt of written notice from the Board demanding such action
cease or be cured; or
(d) Executive shall have been found guilty of, or has pled nolo
contendere to, the commission of a felony offense or other crime
involving moral turpitude.
For purposes of the Executive Employment Agreements, "Good Reason"
shall mean:
(a) The
assignment of Executive to any duties inconsistent with, or any
adverse change in, Executive's positions, duties, responsibilities,
functions or status with the Company, or the removal of Executive
from, or failure to reelect Executive to, any of such
positions; provided, however, that a change in
Executive's positions, duties, responsibilities, functions or
status that Executive shall agree to in writing shall not be an
event of Good Reason or give rise to termination for Good
Reason;
(b) A
reduction by the Company of Executive's Base Salary without his
written consent;
(c) The failure by
the Company to continue in effect for Executive any material
benefit provided herein or otherwise available to any of the
management executives of the Company, including without limitation,
any retirement, pension or incentive plans, life, accident,
disability or health insurance plans, equity or cash bonus plans or
savings and profit sharing plans, or any action by the Company
which would adversely affect Executive's participation in or reduce
Executive's benefits under any of such plans or deprive Executive
of any fringe benefit enjoyed by Executive; or
(d) Any other material
breach by the Company of the Agreement which is not cured within
twenty days of delivery of written notice thereof by Executive to
the Company.
Option Grants
On July 23, 2014, Company stockholders approved the Plan, which
provides for the granting of stock options, restricted stock
awards, restricted stock units, stock bonus awards and
performance-based awards. On each of December 21, 2015, October 24,
2016, July 14, 2017, August 4, 2018, and June 11, 2019 the
Company’s stockholders approved an amendment to the Plan
to
increase the number of shares that may be issued under the Plan.
There are currently 38,976,000 shares of common stock authorized
for issuance under the Plan. As of December 31, 2020, the Company
had 6,165,000 of authorized unissued shares reserved and available
for issuance under the Plan.
Outstanding Equity Awards at Fiscal Year End
The following table provides a summary of all outstanding option
awards for named executive officers at the end of fiscal year
2020.
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|
|
Option Awards |
|
Name |
|
Award Grant and Commencement of Vesting Date |
|
Number of securities underlying unexercised option (#)
exercisable |
|
|
Number of securities underlying unexercised option (#)
unexercisable |
|
Option exercise price
($) |
|
Option Expiration Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Dowling |
|
10/1/2014 |
|
600,000 |
|
(3) |
|
|
— |
|
|
$ |
0.38 |
|
|
10/1/2024 |
|
Chief Executive Officer |
|
5/21/2015 |
|
100,000 |
|
(3) |
|
|
— |
|
|
$ |
0.38 |
|
|
5/21/2025 |
|
|
|
9/23/2015 |
|
200,000 |
|
(3) |
|
|
— |
|
|
$ |
0.73 |
|
|
9/23/2025 |
|
|
|
12/28/2015 |
|
150,000 |
|
(3) |
|
|
— |
|
|
$ |
0.16 |
|
|
12/28/2025 |
|
|
|
7/6/2016 |
|
500,000 |
|
(4) |
|
|
500,000 |
|
|
$ |
0.37 |
|
|
7/5/2026 |
|
|
|
3/15/2017 |
|
100,000 |
|
(3) |
|
|
— |
|
|
$ |
0.38 |
|
|
3/15/2027 |
|
|
|
4/7/2017 |
|
250,000 |
|
(5) |
|
|
750,000 |
|
|
$ |
0.37 |
|
|
4/6/2027 |
|
|
|
3/20/2018 |
|
500,000 |
|
(3) |
|
|
— |
|
|
$ |
0.40 |
|
|
3/19/2028 |
|
|
|
2/20/2019 |
|
500,000 |
|
(3) |
|
|
— |
|
|
$ |
0.66 |
|
(8) |
2/19/2029 |
|
|
|
3/20/2020 |
|
1,500,000 |
|
(3) |
|
|
— |
|
|
$ |
0.33 |
|
|
3/19/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joerg Grasser (1) |
|
12/26/2018 |
|
166,250 |
|
(6) |
|
|
83,750 |
|
|
$ |
0.66 |
|
(9) |
12/25/2028 |
|
Chief Financial Officer |
|
3/1/2019 |
|
166,250 |
|
(6) |
|
|
83,750 |
|
|
$ |
0.66 |
|
(10) |
2/28/2029 |
|
|
|
3/20/2020 |
|
750,000 |
|
(3) |
|
|
— |
|
|
$ |
0.33 |
|
|
3/19/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Douglas MacKay (2) |
|
3/18/2019 |
|
145,313 |
|
(7) |
|
|
104,687 |
|
|
$ |
0.66 |
|
(10) |
3/17/2029 |
|
Senior Vice President Scientific and Regulatory Affairs |
|
3/20/2020 |
|
400,000 |
|
(3) |
|
|
— |
|
|
$ |
0.33 |
|
|
3/19/2030 |
________________________________
(1) Mr. Grasser was appointed Chief
Financial Officer on March 15, 2019. He was the Chief Accounting
Officer of the Company from December 26, 2018.
(2) Dr. Douglas MacKay was appointed Senior
Vice President Scientific and Regulatory Affairs on March 18,
2019.
(3) Represents vested and exercisable
options granted under the Plan.
(4) Represents vested and exercisable
options granted outside of the Plan. The option is performance
based, and the remaining unvested options vest and become
exercisable as follows: (i) when the Company is granted an IND (50%
vesting of the remaining unvested options), and (ii) when the
Company commences its first human dosing under the IND (50% of the
remaining unvested options).
(5) Represents vested and exercisable
options granted outside of the Plan. The option is performance
based, and the remaining unvested options vest and become
exercisable as follows: (i) when the Company is granted an IND
(one-third vesting of the remaining unvested options), and (ii)
when the Company commences its first human dosing under the IND
(two-thirds vesting of the remaining unvested
options).
(6) Represents options granted under the
Plan which vested 33% on December 26, 2019 and the remainder of the
option shares will vest and become exercisable in a series of 24
successive equal monthly installments from December 26,
2019.
(7) Represents options granted under the
Plan which vested 33% on March 18, 2020 and the remainder of the
option shares will vest and become exercisable in a series of 24
successive equal monthly installments from March 18,
2020.
(8) On June 18, 2020, the original option
was repriced from its original exercise price of $4.72. No other
terms of the option were modified.
(9) On June 18, 2020, the original option
was repriced from its original exercise price of $3.99. No other
terms of the option were modified.
(10) On June 18, 2020, the original option
was repriced from its original exercise price of $4.67. No other
terms of the option were modified.
Pension, Retirement or Similar Benefit Plans
During fiscal years 2020 and 2019 there were no arrangements or
plans in which we provided pension, retirement or similar benefits
to our directors or executive officers.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Beneficial Ownership of Directors, Officers and 5%
Stockholders
Beneficial ownership is determined in accordance with the rules of
the SEC. In computing the number of shares beneficially owned by a
person and the percentage of ownership of that person, shares of
common stock subject to options and warrants held by that person
that are currently exercisable or become exercisable within 60 days
are deemed outstanding even if they have not actually been
exercised. Those shares, however, are not deemed outstanding for
the purpose of computing the percentage ownership of any other
person. The following table sets forth, as of March 16, 2021,
certain information as to shares of our common stock owned by (i)
each person known to beneficially own more than five percent of our
outstanding common stock or preferred stock, (ii) each of our
directors, and executive officers named in our summary compensation
table, and (iii) all of our executive officers and directors as a
group. Unless otherwise indicated, the address of each named
beneficial owner is the same as that of our principal executive
offices located at 10070 Barnes Canyon Road, San Diego, CA
92121.
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|
Name and Address of Beneficial Owner (1) |
|
Number of Shares of
Common Stock Beneficially
Owned (2) |
|
Percent of Common Stock
Beneficially Owned |
|
5% or greater stockholders: |
|
|
|
|
|
Michael Mona, Jr. (3) |
|
13,286,722 |
|
12.5% |
|
Named Executive Officers and Directors: |
|
|
|
|
|
Joseph Dowling (4) |
|
4,415,000 |
|
4.2% |
|
Joerg Grasser (5) |
|
1,140,000 |
|
1.1% |
|
Dr. Douglas MacKay (6) |
|
573,611 |
|
* |
|
Dr. Joseph Maroon (7) |
|
1,031,116 |
|
* |
|
Beth Altman (8) |
|
37,514 |
|
* |
|
Dr. Paul Blake (9) |
|
36,333 |
|
* |
|
Terri Funk Graham (10) |
|
20,667 |
|
* |
|
All executive officers and directors as a group (seven
persons) |
|
7,254,241 |
|
6.8% |
________________________________
* Less than 1%
(1) Beneficial ownership has been determined
in accordance with Rule 13d-3 under the Exchange Act. Pursuant to
the rules of the SEC, shares of our common stock that each named
person and group has the right to acquire within 60 days pursuant
to options, warrants, or other rights, are deemed outstanding for
purposes of computing shares beneficially owned by the percentage
ownership of each such person and group. Applicable percentages are
based on 106,049,422 shares of our common stock outstanding on
March 16, 2021, and are calculated as required by rules promulgated
by the SEC.
(2) Unless otherwise noted, all shares
listed are owned of record and the record owner has sole voting and
investment power, subject to community property laws where
applicable.
(3) Beneficial ownership includes 1,812,060
shares of common stock owned by Mr. Mona, Jr. and 11,300,000
outstanding stock options. Mr. Mona Jr. is also the beneficial
owner of Aegean Limited LLC.
(4) Beneficial ownership includes 15,000
shares of common stock owned by Mr. Dowling and 4,400,000
outstanding stock options.
(5) Beneficial ownership includes 15,000
shares of common stock owned by Mr. Grasser and 1,140,000
outstanding stock options.
(6) Beneficial ownership includes 573,611
outstanding stock options.
(7) Beneficial ownership includes 741,116
shares of common stock owned by Dr. Maroon and 290,000 outstanding
stock options.
(8) Beneficial ownership includes 1,181
shares of common stock owned by Ms. Altman and 36,333 outstanding
stock options.
(9) Beneficial ownership includes 36,333
outstanding stock options.
(10) Beneficial ownership includes 20,667
outstanding stock options.
Equity Compensation Plan Information
On July 23, 2014, Company stockholders approved the Plan, which
provides for the granting of stock options, restricted stock
awards, restricted stock units, stock bonus awards and
performance-based awards. On each of December 21, 2015, October 24,
2016, July 14, 2017, August 4, 2018, and June 11, 2019, the
Company’s stockholders approved an amendment to the Plan to
increase the number of shares that may be issued under the Plan.
There are currently 38,976,000 shares of common stock authorized
for issuance under the Plan. As of December 31, 2020, the Company
had 6,165,000 of authorized unissued shares reserved and available
for issuance under the Plan.
The information set forth in the table below is provided as of
December 31, 2020. As previously discussed in the Company's Current
Report on Form 8-K filed with the SEC on July 11, 2016, on July 6,
2016, the Compensation Committee approved the grant of 6,000,000
standalone stock options to Mr. Mona and 1,000,000 standalone stock
options to Mr. Dowling, which were not granted under the Plan. As
set forth in the Company's Current Report on Form 8-K filed with
the SEC on May 11, 2017, the terms of the options were subsequently
amended and each grant has a term of ten years and is
performance-based, with the option shares vesting upon the
completion of each of four defined option performance conditions.
Additionally on March 15, 2017, the disinterested members of the
Board approved the grant of 5,000,000 standalone stock options to
Mr. Mona, Jr., which were not granted under the Plan. The grant has
a term of ten years and is performance-based, with the option
shares vesting upon the completion of each of three defined option
performance conditions. As previously discussed in the Company's
Current Report on Form 8-K filed with the SEC on April 12, 2017
(the "April
2017 8-K"),
on April 7, 2017, the Compensation Committee approved the grant of
1,000,000 standalone stock options to Mr. Dowling which were not
granted under the Plan. As set forth in the April 2017 8-K, the
terms of the options were subsequently amended and the stock grant
has a term of ten years and is performance-based, with the option
shares vesting upon the completion of each of three defined option
performance conditions.
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|
|
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|
|
|
|
|
|
|
|
|
|
|
Plan Category |
|
Number of securities to be issued upon exercise of outstanding
options, warrants and rights |
|
Weighted-average exercise price of outstanding options, warrant and
rights |
|
Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in the
first column) |
|
Equity compensation plans approved by security holders |
|
20,225,243 |
|
|
$ |
0.51 |
|
|
6,165,398 |
|
|
Equity compensation plans not approved by security
holders |
|
13,000,000 |
|
|
0.37 |
|
|
— |
|
|
|
|
33,225,243 |
|
|
$ |
0.45 |
|
|
6,165,398 |
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Except for the transactions described below, none of our directors,
nominees for director, officers or principal stockholders, nor any
associate or affiliate of the foregoing, have had any interest,
direct or indirect, in any transaction or in any proposed
transaction since January 1, 2020, which materially affects the
Company or has affected the Company.
There have been no other transactions the last two completed fiscal
years or any currently proposed transactions in which we are, or
plan to be, a participant and the amount involved exceeds the
lesser of $120,000 or one percent of the average of our total
assets at year-end for the last two completed fiscal years, and in
which any related person had or will have a direct or indirect
material interest.
Review, Approval or Ratification of Transactions with Related
Persons.
Our board of directors has adopted a written related party
transaction policy setting forth the policies and procedures for
the review and approval or ratification of related party
transactions. This policy covers, with certain exceptions set forth
in Item 404 of Regulation S-K under the Securities Act, as amended,
any transaction, arrangement or relationship, or any series of
similar transactions, arrangements or relationships in which we
were or are to be a participant, where the amount involved exceeds
$120,000 and a related party had or will have a direct or indirect
material interest, including, without limitation, purchases of
goods or services by or from the related person or entities in
which the related person has a material interest, indebtedness,
guarantees of indebtedness and employment by us of a related
person. In reviewing and approving any such transactions, our audit
committee is tasked to consider all relevant facts and
circumstances, including, but not limited to, whether the
transaction is on terms comparable to those that could be obtained
in an arm’s length transaction with an unaffiliated third party
under the same or similar circumstances and the extent of the
related party’s interest in the transaction. All material related
party transactions have been disclosed in our Annual Report on Form
10-K.
Interest of Certain Persons in Matters to be Acted
Upon
Other than the election of directors, none of our directors,
nominees for director, executive officers, any person who has
served as a director or executive officer since the beginning of
the last fiscal year, or their associates have any interest, direct
or indirect, by security holdings or otherwise, in any of the
matters to be acted upon at the Meeting as described in this Proxy
Statement.
Director Independence
Our securities are quoted on the OTC: QB, which does not have any
director independence requirements. However, the Board has
determined that all of the members of our Board, other than Mr.
Dowling, are independent as defined by Nasdaq rules and that all
such members of our Board are independent as independence for audit
committee members and compensation committee members are defined by
Nasdaq rules.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers
and directors, and persons who beneficially own more than 10% of a
registered class of our equity securities to file with the SEC
initial statements of beneficial ownership, reports of changes in
ownership and annual reports concerning their ownership of our
common shares and other equity securities, on Forms 3, 4 and 5
respectively. Based on our review of the copies of such forms
received by us or filed with the SEC, and to the best of our
knowledge, all executive officers, directors and persons holding
greater than 10% of our issued and outstanding stock have filed the
required reports in a timely manner during fiscal year 2020 with
the exception of delinquent Form 4 filings by Michael Mona, Jr. and
Joseph Dowling, as described below. The Company is aware that (i)
Michael Mona, Jr., an individual who beneficially owns more than
10% of our common stock and our former Chief Executive Officer,
filed four late Form 4's during the 2020 fiscal year, and (ii) Mr.
Dowling, our Chief Executive Officer and a director of our Board,
filed one late Form 4 during the 2020 fiscal year.
STOCKHOLDERS’ PROPOSALS
Stockholders may submit proposals on matters appropriate for
stockholder action at our subsequent annual meetings consistent
with Rule 14a-8 promulgated under the Exchange Act. For such
proposals or nominations to be considered timely, they must be
received in writing by our Secretary no later than 120 days before
the date on which the Company first sent its proxy materials for
the prior year’s annual meeting of stockholders. For such proposals
or nominations to be considered in the proxy
statement and proxy relating to the 2021 Annual Meeting of
stockholders they must have been received by us no later than
December 31, 2020. Such proposals should be directed to CV
Sciences, Inc., 10070 Barnes Canyon Road, San Diego, CA 92121,
Attn: Secretary. Any proposal may be included in next year’s proxy
materials only if such proposal complies with the rules and
regulations promulgated by the SEC. Nothing in this section shall
be deemed to require us to include in our proxy statement or our
proxy relating to any meeting any stockholder proposal or
nomination that does not meet all of the requirements for inclusion
established by the SEC.
OTHER BUSINESS
The Board knows of no matter other than those described herein that
will be presented for consideration at the Meeting. However, should
any other matters properly come before the Meeting or any
adjournments or postponements thereof, it is the intention of the
person(s) named in the accompanying proxy to vote in accordance
with their best judgment in the interest of the
Company.
MISCELLANEOUS
We will bear all costs incurred in the solicitation of proxies. In
addition to solicitation by mail, our officers and employees may
solicit proxies by telephone, the Internet or personally, without
additional compensation. We may also make arrangements with
brokerage houses and other custodians, nominees and fiduciaries for
the forwarding of solicitation materials to the beneficial owners
of shares of our common stock held of record by such persons, and
we may reimburse such brokerage houses and other custodians,
nominees and fiduciaries for their out-of-pocket expenses incurred
in connection therewith. We have not engaged a proxy
solicitor.
The SEC has adopted rules that permit companies and intermediaries
such as brokers to satisfy delivery requirements for proxy
statements with respect to two or more stockholders sharing the
same address by delivering a single proxy statement addressed to
those stockholders. This process, which is commonly referred to as
“householding,” potentially provides extra convenience for
stockholders and cost savings for companies. The Company and some
brokers household proxy materials, delivering a single proxy
statement and/or Notice of Internet Availability of Proxy Materials
to multiple stockholders sharing an address unless contrary
instructions have been received from the affected stockholders.
Once you have received notice from your broker or the Company that
they or the Company will be householding materials to your address,
householding will continue until you are notified otherwise or
until you revoke your consent. If, at any time, you no longer wish
to participate in householding and would prefer to receive a
separate Notice of Internet Availability of Proxy Materials, please
notify your broker if your shares are held in a brokerage account
or the Company if you hold registered shares. We will also deliver
a separate copy of this Proxy Statement to any stockholder upon
written request. Similarly, stockholders who have previously
received multiple copies of disclosure documents may write to the
address or call the phone number listed below to request delivery
of a single copy of these materials in the future. You can notify
the Company by sending a written request to Joseph Dowling,
Secretary, 10070 Barnes Canyon Road, San Diego, CA 92121, by
registered, certified or express mail or by calling the Company at
(866) 290-2157.
AVAILABILITY OF ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements,
and other information with the SEC. You may read and copy any
materials we file with the SEC at the SEC’s Public Reference Room
at 100 F Street N.E., Washington, D.C. 20549-2521. You may obtain
information on the operation of the Public Reference Room by
calling the SEC at 1-800-732-0330. The SEC maintains a website at
http://www.sec.gov that contains reports, proxy and information
statements, and other information regarding issuers that file
electronically with the SEC.
San Diego, California
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April 8, 2021 |
By Order of the Board of Directors |
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/s/ Joseph
Dowling |
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Joseph Dowling,
Chief Executive Officer and Secretary |
Attachment A
PROPOSED
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
CV SCIENCES, INC.
CV SCIENCES, INC. (the “Corporation”),
a corporation organized and existing under the General Corporation
Law of the State of Delaware (the “DGCL”),
hereby certifies as follows:
1. The name of the Corporation is CV Sciences, Inc. The Certificate
of Incorporation of the Corporation was filed with the Secretary of
State of the State of Delaware on July 26, 2013 and amended on
January 4, 2016 (as amended, the “Certificate
of Incorporation”).
2. This Certificate of Amendment amends and restates Article IV of
the Certificate of Incorporation to read in its entirety as
follows:
“The Corporation is authorized to issue two classes of shares of
stock to be designated as “Common Stock” and “Preferred Stock.” The
total number of shares that the Corporation shall have the
authority to issue is Three Hundred Million (300,000,000). The
total number of shares of Common Stock shall be Two Hundred Ninety
Million (290,000,000), and each such share shall have a par value
of $0.0001; and the total number of shares of Preferred Stock shall
be Ten Million (10,000,000), and each such share shall have a par
value of $0.0001.
(a)
Common Stock.
The Corporation is authorized to issue shares of Common Stock from
time to time, which shall have all of the rights normally
associated with shares of common stock under the DGCL.
(b)
Preferred Stock.
The Corporation is authorized to issue shares of Preferred Stock
from time to time in one or more series or classes, each such share
or class to have such distinctive designation or title as may be
fixed by resolution of the Board of Directors of the Corporation
(the “Board”), duly adopted prior to the issuance of any shares
thereof. Each such series or class shall have such voting powers,
if any, and such preferences and/or other special rights, with such
qualifications, limitations or restrictions of such preferences
and/or rights as shall be stated in the resolution or resolutions
providing for the issuance of such series or class of shares of
Preferred Stock.”
3. This Certificate of Amendment was duly adopted in accordance
with the provisions of Section 242 of the DGCL by the directors and
stockholders of the Corporation.
IN WITNESS WHEREOF, the undersigned has executed this Certificate
of Amendment this ___ day of ______, 2021.
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CV SCIENCES, INC.
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By:
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Name:
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Title:
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CV SCIENCES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - MAY 27, 2021 AT 10:00 A.M. PACIFIC
TIME
CONTROL ID:
REQUEST ID:
The undersigned hereby appoints Joseph Dowling proxy of the
undersigned, with power of substitution, to vote all shares of
capital stock of CV Sciences, Inc. (the "Company") held by the
undersigned which are entitled to be voted at, and to act for the
undersigned at, the Meeting of the Stockholders of the Company to
be held on May 27, 2021 at 10:00 a.m. Pacific Time, and any
adjournment(s) or postponement(s) thereof, as effectively as the
undersigned could do if personally present on the matters indicated
on the reverse side of this proxy.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
Important Notice Regarding the Availability of Proxy
Materials
for the Stockholder Meeting To Be Held on May 27, 2021
The Notice of the Meeting, Proxy Statement, Proxy Card, Annual
Report on Form 10-K
are available at https://www.iproxydirect.com/CVSI
VOTING INSTRUCTIONS
If you vote by phone, fax or internet, please DO NOT mail your
proxy card.
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MAIL: |
Please mark, sign, date, and return this Proxy Card promptly using
the enclosed envelope. |
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FAX: |
Complete the reverse portion of this Proxy Card and Fax
to 202-521-3464.
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INTERNET: |
https://www.iproxydirect.com/CVSI |
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PHONE: |
1-866-752-VOTE (8683) |
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ANNUAL MEETING OF THE STOCKHOLDERS OF
CV SCIENCES, INC. |
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PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN
HERE: ý
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PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
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Proposal 1 |
[ |
FOR
ALL |
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WITHHOLD
ALL |
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FOR ALL
EXCEPT |
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Election of Directors. |
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o |
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o |
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Beth Altman |
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o |
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CONTROL ID: |
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Dr. Paul Blake |
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o |
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REQUEST ID: |
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Joseph Dowling |
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o |
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Dr. Joseph Maroon |
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o |
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Terri Funk Graham |
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o |
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Proposal 2 |
[ |
FOR |
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AGAINST |
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ABSTAIN |
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To approve an amendment to the Company’s Certificate of
Incorporation, as amended, to increase the number of authorized
shares of common stock from 190,000,000 shares to 290,000,000
shares, and to correspondingly increase the number of authorized
shares of all classes of our capital stock to 300,000,000
shares. |
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o |
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o |
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o |
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Proposal 3 |
[ |
FOR |
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AGAINST |
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ABSTAIN |
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Ratify Deloitte & Touche LLP, as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2021. |
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o |
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o |
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Proposal 4 |
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FOR |
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AGAINST |
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ABSTAIN |
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Approve, on a non-binding advisory basis, named executive officer
compensation. |
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THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR ALL
PERSONS LISTED IN PROPOSAL 1 AND A VOTE FOR PROPOSALS 2, 3, and
4.
THE UNDERSIGNED HEREBY REVOKES ANY PROXY OR PROXIES HERETOFORE
GIVEN TO VOTE OR ACT WITH RESPECT TO THE CAPITAL STOCK OF THE
COMPANY AND HEREBY RATIFIES AND CONFIRMS ALL THAT THE PROXY, OR HIS
SUBSTITUTES, OR ANY OF THEM, MAY LAWFULLY DO BY VIRTUE
HEREOF.
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MARK
“X” HERE IF YOU PLAN TO ATTEND THE MEETING: o
MARK HERE FOR ADDRESS CHANGE o New
Address (if applicable):
____________________________
____________________________
____________________________
IMPORTANT: Please
sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give
full title as such. If the signer is a corporation, please sign
full corporate name by duly authorized officer, giving full title
as such. If signer is a partnership, please sign in partnership
name by authorized person.
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Dated: ________________________, 2021 |
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(Print Name of Stockholder and/or Joint Tenant) |
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(Signature of Stockholder) |
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(Second Signature if held jointly) |
CV Sciences (QB) (USOTC:CVSI)
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CV Sciences (QB) (USOTC:CVSI)
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