Charlotte's Web (CWBHF) Proxy filing summary

Executive summary

• The annual general and special meeting will be held virtually on May 28, 2026, with shareholders voting on key proposals including director elections, auditor appointment, and a significant transaction involving BT DE Investments Inc. (BAT), a subsidiary of British American Tobacco.

• The proxy materials, including the annual report and benefit report, are distributed via notice-and-access to reduce costs and environmental impact.

• The company is an emerging growth company and utilizes scaled disclosure and exemptions under the JOBS Act until at least December 31, 2027.

Voting matters and shareholder proposals

• Shareholders will vote to set the number of directors at six, elect six directors, appoint PKF O'Connor Davies LLP as auditors, and approve the amendment and conversion of a C$75.3 million convertible debenture held by BAT, which could result in BAT becoming a control person with over 40% ownership.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the next annual meeting must be submitted by December 31, 2026, and director nominations must comply with advance notice and universal proxy rules.

Board of directors and corporate governance

• The board consists of six directors, with three considered independent under Nasdaq and Canadian rules.

• Committees include Audit, Compensation, and Corporate Governance and Nominating, each with independent chairs.

• The board has adopted a written mandate, code of ethics, and policies for director qualifications, diversity, and share ownership.

• No term limits or mandatory retirement ages for directors; 50% of the board and executive officers are women.