Charlie's Holdings, Inc. (CHUC): auditor change — Charlie's Holdings dismisses Baker Tilly auditor; going concern note; new COO Stump

On June 19, 2023, the Audit Committee (the “Committee”) of the Board of Directors of Charlie’s Holdings, Inc. (the “Company”), notified Baker Tilly US, LLP (“Baker”), the Company’s current independent registered public accounting firm, that it would be dismissed from that position effective immediately.

On June 15, 2023, the Company entered into a new employment agreement with Ryan Stump (the “New Agreement”). Pursuant to the New Agreement, Mr. Stump will earn a base salary of $300,000 per year and serve as Chief Operating Officer for a term of two years, renewable on an annual basis unless earlier terminated by the Company or Mr. Stump.

Proposal 4 – Ratification of the Appointment of Independent Registered Public Accounting Firm The Company’s stockholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 by the following vote: For Against Abstentions Broker Non-Votes 151,940,949 717,069 71,320 -

Proposal 3 – To Approve an Advisory Resolution on Executive Compensation The Company’s stockholders selected every three years on a proposal on whether future advisory votes on executive compensation of the nature reflected in Proposal No. 2 should occur every year, every two years, or every three years by the following vote. Accordingly, the Company’s Board decided to have such advisory vote every three years in accordance with the stockholder vote. 1 year 2 years 3 years Abstentions Broker Non-Votes 878,993 8,834,399 118,631,423 23,216 24,361,307

At the 2023 Annual Meeting of Stockholders of the Company held on June 13, 2023 (the “Annual Meeting”), the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below. The proposals related to each matter are described in the Company’s definitive proxy statement for the Annual Meeting, which was filed on April 27, 2023. Proposal 1 – Election of Directors The Company’s stockholders elected the following nominees for director to serve a one-year term ending at the 2024 Annual Meeting of Stockholders and until such director’s successor is duly elected or appointed and qualified or, if earlier, such director’s earlier death, resignation or removal: Nominee For Withhold Broker Non-Votes Ryan Stump 120,770,504 7,597,527 24,361,307 Scot Cohen 127,215,714 1,152,317 24,361,307 Jeffrey Fox 127,227,194 1,140,837 24,361,307 Dr. Edward Carmines 120,774,013 7,594,018 24,361,307 Michael King 128,22

Proposal 2 – To Approve an Advisory Resolution on Executive Compensation The Company’s stockholders approved an advisory resolution approving the Company's 2022 executive compensation as reported in its proxy statement by the following vote: For Against Abstentions Broker Non-Votes 120,573,073 7,725,093 69,865 24,361,307