cbdMD Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

false 0001644903 0001644903 2026-03-30 2026-03-30

 

 

 

 

 

 

Date of Report (Date of earliest event reported) March 30, 2026

 

 

 

 

 

Registrant's telephone number, including area code: (704) 445-3060

 

 

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 (see General Instruction A.2. below):

 

☐         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:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

 

 

If an emerging growth company, indicate by checkmark 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. ☐

 

On March 30, 2026, the shareholders of cbdMD, Inc. (the “Company”), upon recommendation of the board of directors, approved the Company’s 2025 Equity Compensation Plan (the “2025 Plan”). The purpose of the 2025 Plan is to enable the Company to offer to its employees, officers, directors and consultants whose past, present and/or potential contributions to the Company and its subsidiaries have been, are, or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. The 2025 Plan initially reserves 891,316 shares of the Company’s common stock for issuance pursuant to the terms of the 2025 Plan upon the grant of plan options, restricted stock awards, or other stock-based awards granted under the 2025 Plan. The 2025 Plan also contains an “evergreen formula” pursuant to which the number of shares of common stock available for issuance under the 2025 Plan will automatically increase on October 1 of each calendar year during the term of the 2025 Plan, beginning with calendar year 2026, by an amount equal to 2% of the total number of shares of common stock outstanding on September 30 of such calendar year, up to a maximum of 300,000 shares.

 

As previously disclosed, effective November 28, 2025, the Company entered into an Executive Employment Agreement with Mr. T. Ronan Kennedy to continue serving as the Company’s chief executive officer and chief financial officer. As additional compensation under the agreement, the Company granted Mr. Kennedy a restricted stock award of an aggregate of 445,000 shares of common stock, subject to approval of the 2025 Plan. The grant, vesting and issuance of shares was subject to and contingent upon shareholder approval of the 2025 Plan. Effective with the shareholder approval of the 2025 Plan, the shares are issued to Mr. Kennedy. 

 

The terms and provisions of the 2025 Plan are described in greater detail in proposal 7 in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 12, 2026 (“Proxy Statement”). The descriptions of the 2026 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2026 Plan as filed as Appendix D to the Proxy Statement and Exhibit 10.1 to the Company’s Form 8-K Current Report filed with the Securities and Exchange Commission on November 28, 2025.

 

 

On March 30, 2026, the Company held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) where seven proposals were voted upon. The proposals are described in detail in the Proxy Statement. Of the 10,495,561 shares of common stock outstanding and entitled to vote at the 2026 Annual Meeting, 5,732,044 shares of common stock (or 54.6%), constituting a quorum, were represented in person or by proxy at the 2026 Annual Meeting. At the meeting all the proposals were approved and the final vote on the proposals was recorded as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 8 for the adjournment of the 2026 Annual Meeting was moot, as there were sufficient votes to approve proposals 1 through 7.

 

 

 

 

 

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 hereunto duly authorized.