Current Report Filing (8-k)
14 June 2023 - 6:06AM
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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 |
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