Charlotte's Web (CWBHF) Proxy Filing summary

Executive summary

• Annual general meeting scheduled for June 12, 2025, to be held virtually, with shareholders able to vote online or by proxy.

• Key items for shareholder vote: setting the number of directors at six, election of directors, and appointment of PKF O'Connor Davies LLP as auditors.

• Proxy materials, including the annual report and benefit report, are provided online to reduce costs and environmental impact.

• The company remains an emerging growth company and utilizes scaled disclosure under the JOBS Act.

Voting matters and shareholder proposals

• Shareholders will vote on setting the number of directors at six, electing six directors, and appointing auditors.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 31, 2025, for inclusion in proxy materials.

• Advance Notice Policy and universal proxy rules apply for director nominations.

Board of directors and corporate governance

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

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

• Board leadership is separated: Angela McElwee as Chair, William Morachnick as CEO.

• No term limits or specific gender targets, but diversity and skills are considered in nominations.

• Board and committee charters, code of ethics, and mandates are available online.