---
schema_version: "secwatch.filing_event.v1"
accession: "0001279569-23-000803"
form_type: "8-K"
ticker: "CWBHF"
cik: "0001750155"
company_name: "Charlotte's Web Holdings, Inc."
filed_at: "2023-06-20T23:59:59+00:00"
generated_at: "2026-06-13T21:30:30.067542+00:00"
event_type: "leadership"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Four Charlotte's Web directors receive only ~33% support; offer resignations per policy

## Summary
- Directors Held, Lardieri, Morga, Tortoroli each received ≈33% votes for, ≈67% withheld at June 15 AGM.
- In compliance with Majority Voting Policy, each of the four directors offered resignation to the board.
- Board will decide whether to accept the offers; further update expected after determination.
- Directors Atwood and Vogt received ≈98% support, re-elected without issue.
- Shareholder meeting also approved setting board at six directors and appointing EY as auditor.

## SEC filing metadata
- accession: 0001279569-23-000803
- form_type: 8-K
- ticker: CWBHF
- cik: 0001750155
- company_name: Charlotte's Web Holdings, Inc.
- filed_at: 2023-06-20T23:59:59+00:00
- event_type: leadership
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 5.07, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1750155/000127956923000803/0001279569-23-000803-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1750155/000127956923000803/form8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001279569-23-000803
- JSON: https://secwatch.observer/filing/0001279569-23-000803.json
- Plain text: https://secwatch.observer/filing/0001279569-23-000803.txt

## Key facts
- Shareholder Votes
  Charlotte's Web Holdings, Inc. shareholders approved Proposal No. 2: To elect directors for the forthcoming year. at the 2023-06-15 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-15
  source text: Proposal No. 2: To elect directors for the forthcoming year. The shareholders voted to elect the following individuals as directors of the Company until the next annual meeting of shareholders at which election of directors is considered, or until his or her successor is duly elected or appointed: Name of Director Nominee Votes For Votes Withheld Broker Non-Votes Jonathan Atwood 59,504,185 1,380,788 29,438,225 John Held 20,028,855 40,856,118 29,438,225 Thomas Lardieri 20,037,933 40,847,040 29,438,225 Alicia Morga 20,075,843 40,809,130 29,438,225 Susan Vogt 59,433,399 1,451,574 29,438,225 Jacques Tortoroli 20,216,364 40,668,609 29,438,225
  evidence_url: https://www.sec.gov/Archives/edgar/data/1750155/000127956923000803/0001279569-23-000803-index.htm
- Shareholder Votes
  Charlotte's Web Holdings, Inc. shareholders approved Proposal No. 3: To appoint Ernst & Young LLP as auditors for the ensuing fiscal year ending December 31, 2023 and the authorization of the board of directors to fix the remuneration to be paid to the auditors. at the 2023-06-15 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-15
  source text: Proposal No. 3: To appoint Ernst & Young LLP as auditors for the ensuing fiscal year ending December 31, 2023 and the authorization of the board of directors to fix the remuneration to be paid to the auditors. The shareholders ratified the appointment of Ernst & Young LLP as the Company's auditors for the ensuing fiscal year ending December 31, 2023 and the authorization of the board of directors to fix the remuneration of the auditors. Votes For Votes Withheld Broker Non-Votes 87,828,047 2,495,151 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1750155/000127956923000803/0001279569-23-000803-index.htm
- Shareholder Votes
  Charlotte's Web Holdings, Inc. shareholders approved Proposal No. 1: To set the number of directors of the Company at six. at the 2023-06-15 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-15
  source text: Proposal No. 1: To set the number of directors of the Company at six. The shareholders ratified the setting of the number of directors of the Company at six (6) directors. Votes For Votes Against Broker Non-Votes 59,426,198 1,458,775 29,438,225
  evidence_url: https://www.sec.gov/Archives/edgar/data/1750155/000127956923000803/0001279569-23-000803-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.