Charlotte's Web Co-Founders Jesse and Joel Stanley Seek Changes to the Board to Enhance Shareholder Value
Jesse and Joel Stanley (the "Concerned Shareholders"), co-founders of Charlotte's Web Holdings, Inc. (TSX: CWEB) (OTCQX: CWBHF) ("Charlotte's Web" or the "Company"), have submitted instructions to "WITHHOLD" votes for four of six of the Company's director nominees ? namely, John Held, Jacques Tortoroli, Thomas Lardieri and Alicia Morga (the "Subject Directors") ? ahead of the annual general meeting of shareholders scheduled to be held on June 15, 2023 (the "Meeting"). The Concerned Shareholders understand that certain supporting shareholders, including Major League Baseball (the "Supporting Shareholders"), have also submitted instructions to "WITHHOLD" votes for the Subject Directors ahead of the Meeting.
The Concerned Shareholders and the Supporting Shareholders collectively represent 24.66% of the common shares of the Company ("Common Shares") entitled to vote at the Meeting. Given the voter turnout for the election of directors at last year's annual general meeting of shareholders, changes to the Company's board of directors (the "Board") appear to be inevitable.
Under the Company's majority voting policy, any director that is not elected by at least a majority of the votes cast with respect to his or her election must immediately tender his or her resignation to the Chair of the Board following the Meeting. The Board must determine whether or not to accept the resignation within 90 days following the Meeting. The Board must accept the resignation unless it determines that the applicable director should continue to serve on the Board. The rules of the Toronto Stock Exchange require that a board will accept the resignation absent exceptional circumstances that warrant the director continuing to serve on the board. As a result, the Concerned Shareholders expect the Board to accept any resignations it receives and to cause the Company to call a special meeting of shareholders without delay to fill any vacancies on the Board.
In light of the above and in order to avoid additional costs of calling a special meeting of shareholders by the Company, the Concerned Shareholders proposed to the Company that (i) the Subject Directors not stand for election, and (ii) the Board waive the Company's advance notice requirements, which would allow the Concerned Shareholders to nominate Joel Stanley, Jesse Stanley, Lynn Kehler and Angela McElwee for election as directors of the Company at the Meeting. The Concerned Shareholders reached out to the Board to discuss a smooth transition. Rather than engage with the Company's largest shareholders, the Board has unfortunately chosen to remain silent. This has forced the Concerned Shareholders to make their concerns public.
The Concerned Shareholders are disappointed in the Board's refusal to engage. On every relevant metric ranging from revenue growth to future outlook, the Company is facing an unprecedented negative market sentiment of its own making and irreparable trust-deficit in the incumbent Board. Shareholders urgently need a reconstituted Board to address the challenges at hand.
Joel Stanley, co-founder of the Company, said,
"Without urgent action today, the future of Charlotte's Web is at risk. We call on the Charlotte's Web Board and the four incumbent directors, who will fail to achieve majority support, to put shareholders first and to do the right thing by stepping down and avoid delaying change. Shareholders have seen the value of their investments collapse and the stock price is trading at an all-time low. The Company is in need of a refreshed Board and we have the right people to take on the huge challenges that lie ahead, in order to restore shareholder value."
Jesse Stanley, co-founder of the Company, said,
"The significant cash burn rate with decreasing revenues must end immediately. The current leadership blames general industry decline and regulatory headwinds to avoid taking responsibility for their actions. The truth is that the actions of this Board have clearly contributed to the destruction of shareholder value."
THE CASE FOR CHANGE IS CLEAR
- Hope is Not a Strategy: The incumbent Board and management's business strategy has been to pin their hopes on FDA regulations changing in favor of the business. Rather than innovate within the current framework, the Company continues to burn money on conventional marketing.
- Uncontrolled Spending Without Consequences: The Company has spent more than US$270 million and accrued a loss of over US$186 million between April 1, 2021 and March 31, 2023. Despite this, there has been a steady decline in revenue across all channels, with little to no product innovation or SKU expansion in the CBD category.
- Failure to Maximize Potential: The Company has the infrastructure to support other categories and provide fully integrated manufacturing of all products. Yet, manufacturing of the Company's largest revenue category, gummies, has been outsourced.
- Poor Hiring Practices: The Company has cycled through four different CFOs in the past two years. Additionally, the Board has provided exorbitant compensation to the CEO and other senior executives relative to the Company's current size and performance. These practices have led to unacceptable levels of dilution to shareholders.
- Lack of Accountability: Management has not been held accountable by the Board for chasing acquisitions and distributor and marketing relationships but repeatedly failing to successfully execute on these transactions.
SHAREHOLDER WARNING: THE BOARD MAY TRY TO DELAY THE INEVITABLE
The Concerned Shareholders caution fellow shareholders that the Board may use delay tactics to avoid change. Under the Company's majority voting policy, the Board is able to deliberate for 90 days on whether or not to accept resignations from any directors that have failed to obtain majority support at the Meeting and to develop reasoning as to why such director(s) should remain on the Board despite failing to achieve majority support. However, the broad and significant shareholder opposition makes it clear that those directors that do not obtain majority support do not have a mandate from shareholders to serve as directors of the Company and should therefore vacate the Board immediately.
THE CONCERNED SHAREHOLDERS' PLAN WILL PUT THE COMPANY ON THE RIGHT TRACK
It is clear that the Company needs to adopt a founders' mentality and stop wasting resources on bad deals and bad hires. The Concerned Shareholders understand that the Board and management must bring costs in line with the reality of present-day revenues with a strategic focus on product diversification and innovation. The Company led by a new Board will return to its roots of deeper engagement with industry and consumers, focus on regulatory action requirements, and improve cost structures. The Concerned Shareholders believe that innovation of new products and product categories should have been the Company's priority over the past four years and that the Company's existing resources must be deployed with far more calculated strategies from here forward.
THE CONCERNED SHAREHOLDERS' REQUEST FOR BOARD REPRESENTATION
The Concerned Shareholders have requested board representation and proposed to the Company that the Subject Directors be replaced by Joel Stanley, Jesse Stanley, Lynn Kehler and Angela McElwee, each of whose biographies have been provided below for reference purposes. The Concerned Shareholders have suggested to the current Board that this could be facilitated either by (i) the Subject Directors not standing for election at the Meeting and having the Company waive its advance notice requirements, which would allow the Concerned Shareholders to propose nominees at the Meeting, or (ii) the Company calling a special meeting of shareholders to fill any vacancies on the Board resulting from the resignations of the Subject Directors if they fail to obtain majority support at the Meeting. The Concerned Shareholders are prepared to provide further information on each of Joel Stanley, Jesse Stanley, Lynn Kehler and Angela McElwee in accordance with applicable law, should (i) the Company decide to waive its advance notice requirements and allow the Concerned Shareholders to nominate Joel Stanley, Jesse Stanley, Lynn Kehler and Angela McElwee for election as directors of the Company at the Meeting, or (ii) a special meeting of shareholders be called by the Company for purposes of election of directors to fill any vacancies that result from the resignation of the Subject Directors.
- Joel Stanley. Joel Stanley is a co-founder of Charlotte's Web and was the Company's first Chief Executive Officer & Executive Chairman. From incorporation in 2013 to the election of a majority independent board in late 2018, he played an instrumental role in the Company's growth. Joel planted the roots that built Charlotte's Web and has over a decade's experience in the industry that will be valuable in turning the Company around. Joel is currently the co-founder and Chief Executive Officer of AJNA Biosciences PBC, a botanical drug development company focused on full-spectrum cannabinoid and natural psychedelic options for mental health and neurological disorders. He is also a board member of Stanley Brothers USA Holdings, Inc., a pioneering medical marijuana licensing company with a global presence that has played a significant role in shaping the industry.
- Jesse Stanley. Jesse Stanley is a co-founder of Charlotte's Web and was a member of the Company's first board of directors. During his role at Charlotte's Web, Jesse was the marketing force behind the iconic CBD brand. Jesse has over a decade's experience in the industry; his expertise and start-up grit will help align brand building and build product marketing with revenues. Jesse currently serves as the Chief Executive Officer of Stanley Brothers USA Holdings, Inc.
- Lynn Kehler. Lynn Kehler is a veteran business and finance executive with almost four decades of experience in executive leadership, corporate finance, and capital markets. Lynn joined Charlotte's Web in 2014 when it was pre-revenue and worked closely with its founders to develop the Company's business and marketing strategies, leadership team, and raise private investment capital. Lynn served as Chief Financial Officer until shortly after its initial public offering in August 2018 and during his tenure, the Company remained EBITDA positive. He started his career with the audit staff of PriceWaterhouseCoopers in Houston and is a retired CPA and CMA. Lynn currently is the Managing Director at Alpine Advisory Group, a business consulting firm that specializes in strategy development, leadership, and financial management of small to middle market companies. He also oversees several private investment companies that make venture and private equity investments in real estate, technology and secondary private equity offerings.
- Angela McElwee. Angela McElwee has worked within the natural products industry for nearly 30 years and has held leadership positions with wellness-centric consumer packaged goods organizations for the last 20 years. From April 2008 to January 2021, she was an executive at Gaia Herbs, Inc. ("Gaia"), a leading herbal supplement brand, including serving on the company's board of directors from 2013-2021. From 2016 to 2021, she served as President and Chief Executive Officer of Gaia. Prior to her tenure at Gaia, she led the U.S. sales organization at Nature's Way Products, LLC. She holds a B.S. in Biology from Miami University. Angela is currently a Venture Partner at Springdale Ventures, a venture capital firm, and also holds several board positions including with NASDAQ-listed Cyanotech Corporation.
THE CONCERNED SHAREHOLDERS ENCOURAGE FELLOW SHAREHOLDERS TO "WITHHOLD" VOTES FOR JOHN HELD, JACQUES TORTOROLI, THOMAS LARDIERI AND ALICIA MORGA. DOING SO WILL HELP BRING ABOUT THE POSITIVE CHANGE THAT CHARLOTTE'S WEB NEEDS.
DON'T DELAY! YOU CAN CHANGE YOUR VOTE! If you are a beneficial shareholder (hold shares through a financial intermediary) or a registered shareholder (hold shares in certificate form) you may immediately change your vote online by using a 16-digit control number at www.proxyvote.com or by calling 1-800-690-6903.
Your control number can be found with the proxy materials mailed to you. If you do not have your materials, you can request your control number by email at [email protected] or by calling 1-800-353-0103.
Need more information or need help voting? Call Kingsdale Advisors on 1-888-564-7333 or email [email protected].
ADVISORS
Kingsdale Advisors ("Kingsdale") is acting as strategic shareholder and communications advisor and Fasken Martineau DuMoulin LLP is acting as legal advisors to the Concerned Shareholders.
INFORMATION IN SUPPORT OF PUBLIC BROADCAST SOLICITATION
The following information is provided in accordance with applicable law. The Concerned Shareholders are relying on the exemption under sections 9.2(4) of National Instrument 51-102 ? Continuous Disclosure Obligations to make this public broadcast solicitation.
This news release and any solicitation made by the Concerned Shareholders in advance of the Meeting is, or will be, as applicable, made by Concerned Shareholders and not by or on behalf of the management of the Company.
The Concerned Shareholders may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable law, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable law. Proxies may also be solicited by the Concerned Shareholders pursuant to an information circular sent to shareholders after which solicitations may be made by or on behalf of the Concerned Shareholders by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of the Concerned Shareholders, who will not be specifically remunerated therefor. The Concerned Shareholders may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Concerned Shareholders.
The Concerned Shareholders have retained Kingsdale as its strategic advisor and to assist the Concerned Shareholders in the solicitation of proxies. The Concerned Shareholders will pay Kingsdale fees currently estimated at up to $100,000. Kingsdale's responsibilities will principally include advising the Concerned Shareholders on developing and implementing shareholder communication and engagement strategies, and advising with respect to meeting and proxy protocol.
All costs incurred for any solicitation will be borne by the Concerned Shareholders, provided that, subject to applicable law, the Concerned Shareholders may seek reimbursement from the Company of the Concerned Shareholders' out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection therewith.
A registered shareholder of the Company that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date than the proxy being revoked and returning the newly completed and signed proxy in accordance with the instructions contained in the form of proxy; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting at which the proxy is to be used, or (ii) with the chairman of the Meeting on the day of the Meeting; or (c) in any other manner permitted by law. A non-registered holder of common shares of the Company will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.
To the knowledge of the Concerned Shareholders, the Company's mailing address is 700 Tech Court Louisville, CO 80027. A copy of this news release may be obtained on the Company's SEDAR profile at www.sedar.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward?looking, and the use of any of the words "anticipates", "believes", "expects", "intends", "plans", "will", "would", and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of the Concerned Shareholders and currently available information.
Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. The Concerned Shareholders undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.
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