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 British American Tobacco (BAT).

• Shareholders will vote on amending a C$75.3 million convertible debenture held by BAT, which could result in BAT becoming a control person with up to 40.7% ownership post-transaction.

• The board unanimously recommends voting in favor of all proposals, emphasizing the transaction's benefits for financial stability and strategic growth.

Voting matters and shareholder proposals

• Proposals include setting the number of directors at six, electing six directors, appointing PKF O'Connor Davies LLP as auditors, and approving the BAT transaction.

• The BAT transaction requires disinterested shareholder approval and would result in the issuance of more than 25% of outstanding shares.

• Shareholder proposals and director nominations for future meetings must comply with SEC and BCBCA rules, with specific deadlines and advance notice requirements.

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 & Nominating, each with defined charters and independent chairs.

• The board has adopted a majority voting policy, code of ethics, and conducts annual self-assessments.

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