Other Information
−Removed: On August 8, 2022, Tim Saunders, director and the Chair of the Audit Committee of the Company’s board of directors, notified the Company and the board of directors of his retirement from his roles as a director of the Company effective as of August 10, 2022.
−Removed: Saunders’ decision to retire from the board of directors does not relate to any disagreement with the Company, its management or the board of directors on any matter relating to the Company’s operations, policies or practices, including with respect to the Company’s accounting principles, practices or financial statement disclosures.
−Removed: On August 8, 2022, the board of directors accepted the resignation and retirement of Mr.
−Removed: Saunders and appointed Thomas Lardieri as the successor to Mr.
−Removed: Saunders effective immediately following Mr.
−Removed: Saunders’ departure from the board of directors, until Mr.
−Removed: Lardieri’s successor shall have been duly elected and qualified or until his earlier resignation or removal.
−Removed: Lardieri’s term will expire concurrently with the 2023 annual general meeting of the shareholders.
−Removed: Lardieri will assume the position of Chairman of the Audit Committee and will also serve as a member of the Corporate Governance and Nominating Committee.
−Removed: There are no arrangements or understandings between Mr.
−Removed: Lardieri and any other person pursuant to which Mr.
−Removed: Lardiere was appointed to the board of directors, and Mr.
−Removed: Lardieri is not a party to any transaction with the Company reportable under Item 404(a) of Regulation S-K under the Securities Act of 1933.
−Removed: Lardieri is a global finance executive with extensive experience interacting with boards and audit committees.
−Removed: Since September of 2020, Mr.
−Removed: Lardieri has served on the Advisory Board and as the Chief Operating Officer of Blue Onyx Companies, a real estate development company.
−Removed: Lardieri served as Senior Vice President of Finance at ViacomCBS Inc.
−Removed: from December 2019 to February 2020, where he worked with the Chief Transformation Officer to integrate the Viacom and CBS finance organizations following the merger of the companies.
−Removed: Lardieri served as Viacom’s Senior Vice President, Global Financial Operations from 2014 until 2019.
−Removed: Lardieri joined Viacom Inc.
−Removed: as VP & Controller of MTV Networks and had, among other responsibilities, a leadership role in the successful implementation of its Global Enterprise Reporting Systems.
−Removed: Before joining Viacom in 2011, Mr.
−Removed: Lardieri served as SVP & Controller at PepsiCo.
−Removed: Inc.’s Pepsi-Cola Beverages division from 2010 to 2011.
−Removed: Prior to the Beverages division, from 2007 to 2010, Mr.
−Removed: Lardieri served as Senior Vice President and Chief Accounting Officer of the Pepsi Bottling Group, a publicly-traded company and the world's largest bottler of Pepsi-Cola beverages.
−Removed: Prior to that role, Mr.
−Removed: Lardieri was Vice President, Chief Risk Officer, and Chief Audit Executive at PepsiCo Inc.
−Removed: from 2001 to 2007.
−Removed: Lardieri began his career at PepsiCo Inc.
−Removed: in the position of Senior Accountant in 1988.
−Removed: Before joining PepsiCo Inc., Mr.
−Removed: Lardieri held positions at Arthur Young and Grant Thornton.
−Removed: Lardieri holds a Bachelor of Business Administration (CPA program) degree from Pace University New York.
Documents filed as part of this report
Description Location
−Removed: 10.1†∔ Employment Agreement, dated June 19, 2022, by and between Charlotte’s Web Holding, Inc.
−Removed: and Gregory A.
+Added: 10.1†∔ Extension and Second Amending Agreement to Name and Likeness and License Agreement, effective as of July 31, 2022, by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company, Charlotte's Web, Inc., and Charlotte's Web Holdings, Inc.
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
000-56364) filed with the U.S.
−Removed: Securities and Exchange Commission on June 21, 2022.
−Removed: 10.2†∔ Offer Letter from Charlotte’s Web Holdings, Inc.
−Removed: to Jared Stanley, dated June 1 2022 (and accepted as of June 2, 2022).
+Added: Securities and Exchange Commission on August 4, 2022.
+Added: 10.2†∔ Extension and Third Amending Agreement to Name and Likeness and License Agreement, effective as of August 31, 2022, by and between Leeland & Sig LLC d/b/a Stanley Brothers Brand Company, a Colorado limited liability company, Charlotte's Web, Inc., and Charlotte's Web Holdings, Inc.
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
000-56364) filed with the U.S.
−Removed: Securities and Exchange Commission on June 6, 2022.
+Added: Securities and Exchange Commission on September2, 2022.
+Added: 10.3†∔ Letter dated as of August 2, 2022 to Jacques Tortoroli re:
+Added: Amendment to Offer of Employment with Charlotte’s Web Holdings, Inc.
+Added: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 000-56364) filed with the U.S.
+Added: Securities and Exchange Commission on August 4, 2022.
+Added: 10.4†∔ Termination of Credit Agreement, effective as of July 27, 2022, with J.P.
+Added: Morgan Chase Bank, N.A.
+Added: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 000-56364) filed with the U.S.
+Added: Securities and Exchange Commission on July 27, 2022.
Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
15 unchanged sentences
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) Filed herewith
+Added: † Indicates a management contract or compensatory plan or arrangement.
+Added: ∔ Certain identified information has been excluded from the exhibit pursuant to Item 601(a)(6) and/or Item 601(b)(10)(iv) of Regulation S-K.
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, thereunto duly authorized.
CHARLOTTE'S WEB HOLDINGS, INC.
−Removed: August 9, 2022 By:
+Added: November 14, 2022 By:
/s/ Gregory A.
3 unchanged sentences
Signatures Title Date
−Removed: /s/ Jacques Tortoroli Chief Executive Officer (Principal Executive Officer) August 9, 2022
+Added: /s/ Jacques Tortoroli Chief Executive Officer (Principal Executive Officer) November 14, 2022
Jacques Tortoroli
/s/ Gregory A.
−Removed: Gould Chief Financial Officer (Principal Financial and Accounting Officer) August 9, 2022
+Added: Gould Chief Financial Officer (Principal Financial and Accounting Officer) November 14, 2022
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.