CV SCIENCES, INC. (OTCMKTS:CVSI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information contained in Item 5.07 is incorporated by reference herein.
CV Sciences, Inc. (the “Registrant”) held its 2020 Annual Meeting of Stockholders on June 16, 2020 (the “2020 Annual Meeting”). At the close of business on March 23, 2020, the record date for the 2020 Annual Meeting, there were 99,851,942 shares of common stock issued and outstanding, which constituted all of the outstanding capital stock of the Registrant. At the 2020 Annual Meeting, 86,196,333 of the 99,851,942 outstanding shares of common stock entitled to vote, or approximately 86%, were represented by proxy, and, therefore, a quorum was present. The proposals voted on at the 2020 Annual Meeting are more fully described in the Proxy Statement on Schedule 14A filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on March 31, 2020, and are incorporated by reference herein.
The final voting results on the proposals presented for stockholder approval at the 2020 Annual Meeting were as follows:
Proposal 1 – Election of Directors
The Registrant’s stockholders elected six directors, each to serve until the Registrant’s next Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, as set forth below:
Proposal 2 – Approval of Reverse Stock Split
The Registrant’s stockholders did not>approve the Registrant’s proposal to amend its Certificate of Incorporation to effect, at the discretion of the Registrant’s Board of Directors, a reverse stock split of all outstanding shares of the Registrant’s common stock, par value $0.0001 per share, at a ratio of not less than 1-for-2 and not greater than 1-for-20, such ratio to be determined by the Registrant’s Board of Directors at any time before March 31, 2021, without further approval or authorization from its stockholders, as set forth below:
Proposal 3 – Ratification of Selection of Independent Registered Public Accounting Firm
The Registrant’s stockholders ratified Deloitte & Touche LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2020, as set forth below:
Proposal 4 – Advisory Vote to Approve Named Executive Officer Compensation
The Registrant’s stockholders approved an advisory, non-binding vote on compensation programs for its named executive officers, Mr. Joseph Dowling, Mr. Joerg Grasser, and Mr. Michael Mona III., as disclosed to Item 402 of Regulation S-K, including the compensation tables and narrative discussion in connection therewith.
Proposal 4 was approved by the stockholders at the 2020 Annual Meeting as set forth below:
About CV SCIENCES, INC. (OTCMKTS:CVSI)
CV Sciences, Inc. is a life science company. The Company operates in two segments: specialty pharmaceuticals and consumer products. The Company’s specialty pharma business segment is focused on developing and commercializing therapeutics utilizing synthetic Cannabidiol (CBD) across several therapeutic areas. The consumer product business segment is focused on manufacturing, marketing and selling plant-based CBD products to a range of market sectors.
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