--- schema_version: "secwatch.filing_event.v1" accession: "0001437749-24-010629" form_type: "8-K" ticker: "YCBD" cik: "0001644903" company_name: "cbdMD, Inc." filed_at: "2024-04-02T23:59:59+00:00" generated_at: "2026-06-04T03:34:58.745868+00:00" event_type: "leadership" sentiment: "neutral" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # cbdMD appoints new CEO/CFO, Chairman, and CAO; shareholder vote rejects Series A automatic conversion ## Summary - Bradley Whitford appointed Chief Accounting Officer, Treasurer, Secretary; annual base salary $200,000. - T. Ronan Kennedy named CEO and CFO; Scott G. Stephen appointed Chairman. - Proposal to amend Series A Preferred Certificate of Designation for automatic conversion into common stock was not approved by shareholders. - Board members receive RSUs for 4,000 shares vesting quarterly and option for 2,000 shares vesting immediately. - All other six proposals at annual meeting approved, including director elections and auditor ratification. ## SEC filing metadata - accession: 0001437749-24-010629 - form_type: 8-K - ticker: YCBD - cik: 0001644903 - company_name: cbdMD, Inc. - filed_at: 2024-04-02T23:59:59+00:00 - event_type: leadership - sentiment: neutral - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 5.02, 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1644903/000143774924010629/0001437749-24-010629-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1644903/000143774924010629/ycbd20240401_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001437749-24-010629 - JSON: https://secwatch.observer/filing/0001437749-24-010629.json - Plain text: https://secwatch.observer/filing/0001437749-24-010629.txt ## Key facts - Executive change Bradley Whitford was appointed as Chief Accounting Officer at cbdMD, Inc.. - Action: appointed - Role: Chief Accounting Officer source text: Effective March 29, 2024, the Board of Directors (the "Board") of cbdMD, Inc. (the "Company") appointed Bradley Whitford, the Company's current Vice President of Finance, to serve as the Company's Chief Accounting Officer at the discretion of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1644903/000143774924010629/0001437749-24-010629-index.htm - Shareholder Votes cbdMD, Inc. shareholders approved Approval of issuance of shares upon conversion of convertible notes exceeding 19.9% of outstanding common stock at the 2024-03-29 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2024-03-29 source text: Proposal 6: The approval of the issuance of shares of the Company’s common stock, representing more than 19.9% of our common stock outstanding upon the conversion of certain convertible notes issued by the Company pursuant to the Securities Purchase Agreement dated January 30, 2024 entered into by and between the Company and five institutional investors was approved, based upon the following final tabulation of votes: “For ” “Against ” “Abstain ” 906,703 14,362 4,849 evidence_url: https://www.sec.gov/Archives/edgar/data/1644903/000143774924010629/0001437749-24-010629-index.htm - Shareholder Votes cbdMD, Inc. shareholders approved Ratification of Cherry Bekaert LLP as independent registered public accounting firm at the 2024-03-29 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-03-29 source text: Proposal 2: The appointment of Cherry Bekaert LLP as our independent registered public accounting firm and to audit our financial statements for the fiscal year ending September 30, 2024 was ratified, based upon the following final tabulation of votes: “For ” “Against ” “Abstain ” 1,048,934 2,071 2,904 evidence_url: https://www.sec.gov/Archives/edgar/data/1644903/000143774924010629/0001437749-24-010629-index.htm - Shareholder Votes cbdMD, Inc. shareholders approved Election of Directors at the 2024-03-29 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-03-29 source text: Proposal 1: The following directors were elected at the 2024 Annual Meeting of shareholders to hold office until the 2025 annual meeting of shareholders or their earlier resignation, removal or death: Directors “For ” “Against ” Bakari Sellers 894,360 31,554 William F. Raines, III 896,656 29,258 Scott G. Stephen 896,855 29,059 Dr. Sybil Swift 898,196 27,718 evidence_url: https://www.sec.gov/Archives/edgar/data/1644903/000143774924010629/0001437749-24-010629-index.htm - Shareholder Votes cbdMD, Inc. shareholders rejected Amendment to Certificate of Designation for Series A Preferred Stock to provide for automatic conversion into common stock at the 2024-03-29 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2024-03-29 source text: Proposal 5: The approval of an amendment to the Certificate of Designation for the Series A to provide for the automatic conversion into common stock was not approved, based upon the following final tabulation of votes: Common Stock: “For ” “Against ” “Abstain ” 909,689 13,722 2,503 Series A: “For ” “Against ” “Abstain ” 1,790,169 1,674,962 - evidence_url: https://www.sec.gov/Archives/edgar/data/1644903/000143774924010629/0001437749-24-010629-index.htm - Shareholder Votes cbdMD, Inc. shareholders approved Advisory vote on frequency of advisory vote on executive compensation at the 2024-03-29 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2024-03-29 source text: Proposal 3: The approval of an advisory vote on the frequency of an advisory vote on executive compensation was approved, based upon the following final tabulation of votes: “One ” “Two ” “Three ” “Abstain ” 515,552 39,999 326,876 43,487 evidence_url: https://www.sec.gov/Archives/edgar/data/1644903/000143774924010629/0001437749-24-010629-index.htm - Shareholder Votes cbdMD, Inc. shareholders approved Advisory resolution on fiscal year 2024 compensation of named executive officers at the 2024-03-29 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-03-29 source text: Proposal 4: The approval of an advisory resolution on the fiscal year 2024 compensation of the named executive officers was approved, based upon the following final tabulation of votes: “For ” “Against ” “Abstain ” 842,489 39,001 44,424 evidence_url: https://www.sec.gov/Archives/edgar/data/1644903/000143774924010629/0001437749-24-010629-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.