0001753706 false 0001753706 2023-06-08 2023-06-08 0001753706 us-gaap:CommonStockMember 2023-06-08 2023-06-08 0001753706 us-gaap:WarrantMember 2023-06-08 2023-06-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K
CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 8, 2023

 

Whole Earth Brands, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware  001-38880  38-4101973
(State or other jurisdiction
of incorporation)
  (Commission File Number)  (IRS Employer
Identification No.)

 

125 S. Wacker Drive

Suite 1250
Chicago, IL 60606

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (312) 840-6000

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  Trading Symbol(s)  Name of each exchange on which
registered
Common stock, par value $0.0001 per share  FREE  The NASDAQ Stock Market LLC
Warrants to purchase one-half of one share of common stock  FREEW  The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

Annual Meeting of Whole Earth Brands, Inc. Stockholders

 

On June 8, 2023, Whole Earth Brands, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at which the stockholders voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2023, as supplemented by a proxy supplement filed with the Securities and Exchange Commission on May 24, 2023. As of April 11, 2023, the record date for the Annual Meeting, there were 42,376,436 shares of our common stock issued and outstanding. At the Annual Meeting, there were 37,880,641 shares of our common stock present in person or represented by proxy.

 

Set forth below are the final voting results from the Annual Meeting:

 

Proposal One: Election of directors

 

To elect seven Directors:

 

Name of Director Nominee  For   Against   Abstain   Broker Non- 
Votes
 
Irwin D. Simon   22,231,955    7,405,748    185,271    8,057,667 
Michael E. Franklin   29,681,551    66,545    74,878    8,057,667 
Anuraag Agarwal   25,622,563    4,078,494    121,917    8,057,667 
Steven M. Cohen   25,049,193    4,735,678    38,103    8,057,667 
Denise M. Faltischek   27,409,730   2,353,917    59,327    8,057,667 
Michael F. Goss   29,662,603    62,568    97,803    8,057,667 
Ira J. Lamel   25,817,634    3,943,505    61,835    8,057,667 

 

For Proposal One, each of the seven director nominees received a plurality of the votes cast at the Annual Meeting and, as a result, each was elected to serve until the next annual meeting of stockholders.

 

Proposal Two: Approval of the Whole Earth Brands, Inc. 2023 Employee Stock Purchase Plan (the “ESPP”) and the authorization of the aggregate of 2,100,000 shares issuable under the ESPP

 

Proposal  For   Against   Abstain   Broker Non-
Votes
 
To approve the ESPP and authorize an aggregate of 2,100,000 shares issuable under the ESPP   29,556,328    243,173    23,472    8,057,667 

 

Proposal Two received an affirmative vote of the holders of a majority of the total number of shares of common stock represented at the Annual Meeting and entitled to vote on the proposal and, as a result, was approved.

 

Proposal Three: Ratification of appointment of independent registered public accounting firm

 

Proposal  For   Against   Abstain   Broker Non-
Votes
 
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023   37,497,570    125,217    257,854    0 

 

 

 

 

Proposal Three received an affirmative vote of the holders of a majority of the total number of shares of common stock represented at the Annual Meeting and entitled to vote on the proposal and, as a result, was approved.

 

Proposal Four: Approval of the Amended and Restated Whole Earth Brands, Inc. 2020 Long-Term Incentive Plan (the “Amended 2020 Plan”) and the authorization of an increase of 4,000,000 shares issuable under the Amended 2020 Plan

 

Proposal  For   Against   Abstain   Broker Non-
Votes
 
To approve the Amended 2020 Plan and authorize an increase of 4,000,000 shares issuable under the Amended 2020 Plan   21,598,597    5,592,937    2,631,440    8,057,667 

 

Proposal Four received an affirmative vote of the holders of a majority of the total number of shares of common stock represented at the Annual Meeting and entitled to vote on the proposal and, as a result, was approved.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number
 

Description

     

 104

  Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  Whole Earth Brands, Inc.
     
Date: June 13, 2023 By:

/s/ Ira W. Schlussel

    Ira W. Schlussel
    Vice-President and Chief Legal Officer

 

 

 

Act II Global Acquisition (NASDAQ:ACTTU)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Act II Global Acquisition Charts.
Act II Global Acquisition (NASDAQ:ACTTU)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Act II Global Acquisition Charts.