|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
|
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: |
|
|
|
|
|
☐ |
Preliminary Proxy Statement |
|
☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
☒ |
Definitive Proxy Statement |
|
☐ |
Definitive Additional Materials |
|
☐ |
Soliciting Material Pursuant to § 240.14a-12 |
CV SCIENCES, INC.
(Name of Registrant as Specified In Its Charter)
|
|
N/A |
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
||
Payment of Filing Fee (Check the appropriate box):
|
☒ |
No fee required. |
|
☐ |
Fee paid previously with preliminary materials. |
|
☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
CV SCIENCES, INC.
9530 Padgett Street, Suite 107
San Diego, California 92126
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 3, 2024
NOTICE IS HEREBY GIVEN that the annual meeting of the stockholders (the “ Meeting ”) of CV Sciences, Inc. (the “ Company ”, “ we ” or “ us ”) will be held on June 3, 2024, at 10:00 a.m. Pacific Time (subject to postponement(s) or adjournment(s) thereof). We have adopted a completely virtual format for our Meeting to provide a healthy, consistent and convenient experience to all stockholders regardless of location. You may attend and submit questions during the Meeting via the Internet at https://tinyurl.com/viavid-webcast?ei=1664232 . You may also attend the Meeting by proxy, and may submit questions ahead of the Meeting through the designated website. Although stockholders will not be able to vote through the virtual meeting platform during the Meeting, they will have the ability to cast their votes, using the methods set forth on the Notice and/or Proxy Card received in the mail, until the announcement is made at the Meeting that the polls are closed. For further information about the virtual Meeting, please see the Questions and Answers about the Meeting beginning on page 2 of our Proxy Statement. The Meeting will have the following purposes:
The matters are more fully discussed in the attached Proxy Statement. Action may be taken on any one of the foregoing proposals at the Meeting on the date specified above or on any date or dates to which the Meeting may be postponed or adjourned. We do not expect to transact any other business at the Meeting.
We have elected to provide access to our proxy materials primarily electronically via the Internet, pursuant to the “Notice and Access” method regulations promulgated by the U.S. Securities and Exchange Commission. We believe this method conserves natural resources and significantly reduces the costs of the Meeting. On or about April 11, 2024, we are mailing a one-page Notice of Internet Availability of Proxy Materials (the “ Notice ”) to each of our stockholders entitled to notice of and to vote at the Meeting, which Notice contains instructions for accessing the attached Proxy Statement and our Annual Report on Form 10-K for our fiscal year ended December 31, 2023 (the “ Annual Report ”) via the Internet, as well as voting instructions. The Notice also includes instructions on how you can receive a paper copy of your proxy materials. The Proxy Statement and the Annual Report are both available on the Internet at: https://www.iproxydirect.com/CVSI.
The close of business on April 5, 2024 has been fixed as the record date for determining stockholders entitled to notice of, and to vote at, the Meeting or any adjournments or postponement thereof. For at least 10 days prior to the Meeting, a complete list of stockholders entitled to vote at the Meeting will be open to any stockholder’s examination during ordinary business hours at our principal executive offices located at 9530 Padgett Street, Suite 107, San Diego, California 92126, (855) 758-7223.
Our Board of Directors has carefully reviewed and considered the foregoing proposals and has concluded that each proposal is in the best interests of the Company and its stockholders. Therefore, our Board of Directors has approved each proposal and recommends that you vote FOR each of the director nominees included in Proposal 1 and FOR all of the other foregoing proposals.
We cordially invite you to attend the virtual Meeting. Your vote is important no matter how large or small your holdings in the Company may be. Whether or not you expect to attend the virtual Meeting, you are urged to immediately complete, date, sign and return the proxy card or submit your vote using another method included in the Notice you received in the mail. If you hold your shares beneficially in street name through a nominee, you should follow the instructions you receive from your nominee to vote these shares. Please review the instructions on each of your voting options described in the enclosed Proxy Statement as well as in the Notice you received in the mail. This will not limit your right to attend or vote at the Meeting. You may revoke your proxy at any time before it has been voted at the Meeting. Please note that dissenters' rights are not available with respect to any of the proposals to be voted upon at this Meeting.
|
|
By |
Order of the Board of Directors |
|
|
|
|
|
|
/s/ Joseph Dowling |
|
|
|
Joseph Dowling |
|
|
|
Chief Executive Officer and Secretary |
|
|
San Diego, California |
|
|
|
April 11, 2024 |
|
|
I M P O R T A N T
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING VIRTUALLY. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE PROXY CARD OR SUBMIT YOUR VOTE USING ANOTHER METHOD INCLUDED IN THE NOTICE YOU RECEIVED IN THE MAIL AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. PLEASE REVIEW THE INSTRUCTIONS ON EACH OF YOUR VOTING OPTIONS DESCRIBED IN THE ENCLOSED PROXY STATEMENT AS WELL AS IN THE NOTICE YOU RECEIVED IN THE MAIL. STOCKHOLDERS WILL NOT BE ABLE TO VOTE AT THE MEETING THROUGH THE VIRTUAL MEETING PLATFORM; HOWEVER, STOCKHOLDERS WILL BE ABLE TO VOTE USING THE METHODS SET FORTH ON THE NOTICE AND/OR PROXY CARD RECEIVED IN THE MAIL UNTIL THE ANNOUNCEMENT IS MADE AT THE MEETING THAT THE POLLS ARE CLOSED. PLEASE NOTE, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE, YOU MUST OBTAIN A PROXY CARD ISSUED IN YOUR NAME FROM THAT INTERMEDIARY. A MAJORITY IN VOTING POWER OF THE OUTSTANDING SHARES OF CAPITAL STOCK MUST BE REPRESENTED AT THE MEETING, EITHER VIRTUALLY OR BY PROXY, TO CONSTITUTE A QUORUM.
CV SCIENCES, INC.
9530 Padgett Street, Suite 107
San Diego, California 92126
(866) 290-2157
PROXY STATEMENT
For
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 3, 2024 at 10:00 a.m. Pacific Time
GENERAL INFORMATION
This proxy statement (the “ Proxy Statement ”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “ Board ”) of CV Sciences, Inc. (the “ Company ”, “ CV Sciences ”, “ we ” or “ us ”) for use at the annual meeting of the stockholders (the “ Meeting ” or the “ 2024 Annual Meeting ”) of the Company, to be held on June 3, 2024, at 10:00 a.m. Pacific Time (subject to postponement(s) or adjournment(s) thereof). We have adopted a completely virtual format for our Meeting to provide a healthy, consistent and convenient experience to all stockholders regardless of location. Although stockholders will not be able to vote through the virtual meeting platform during the Meeting, they will have the ability to cast their votes, using the methods set forth on the Notice and/or Proxy Card received in the mail, until the announcement is made at the Meeting that the polls are closed. You may attend and submit questions during the Meeting via the Internet at https://tinyurl.com/viavid-webcast?ei=1664232 . You may also submit questions ahead of the Meeting through the designated website. For further information about the virtual Meeting, please see the Questions and Answers about the Meeting beginning on page 2 of this Proxy Statement. This Proxy Statement and proxy will be made available to our stockholders on or about April 11, 2024.
Only stockholders of record at the close of business on April 5, 2024 (the “ Record Date ”), are entitled to notice of, and to vote at, the Meeting. At the close of business on the Record Date, 163,228,469 shares of the Company’s common stock, par value $0.0001 per share (" Common Stock "), were issued and outstanding. At the close of business on the Record Date, the shares of our Common Stock were held by approximately 36 stockholders of record, as well as a substantially greater number of "street name" or beneficial owners, whose shares are held by banks, brokers, and other financial institutions. Shares cannot be voted at the Meeting unless the holder thereof is represented by proxy.
The presence, virtually or by proxy, of the holders of a majority in voting power of the outstanding shares of capital stock as of the Record Date will constitute a quorum for the transaction of business at the Meeting and any adjournment or postponement thereof. If a quorum is not present or represented at the Meeting, the Chairman of the Meeting may adjourn the Meeting from time to time to another place, if any, date or time.
We have elected to provide access to the proxy materials for the Meeting primarily over the Internet in accordance with the U.S. Securities and Exchange Commission’s (the “ SEC ”) “Notice and Access” rules. On or about April 11, 2024, we are mailing a one-page Notice of Internet Availability of Proxy Materials (the “ Notice ”) to each of our stockholders entitled to notice of and to vote at the Meeting. The Notice contains instructions for accessing this Proxy Statement, our Annual Report on Form 10-K for our fiscal year ended December 31, 2023 (our “ Annual Report ”) and Meeting voting instructions. The Notice also includes instructions on how you can receive a paper copy of your proxy materials by postal mail.
Our Board has selected Joseph Dowling to serve as the holder of proxies for the Meeting. The shares of Common Stock represented by each executed and returned proxy will be voted by him in accordance with the directions indicated on the proxy. If you sign your proxy card without giving specific instructions, Mr. Dowling will vote your shares “FOR” each of the director nominees included in Proposal 1 and "FOR" all other proposals being made at the Meeting. The proxy also confers discretionary authority to vote the shares authorized to be voted thereby on any matter that may be properly presented for action at the Meeting; we currently know of no other business to be presented.
Any proxy given may be revoked by the person giving it at any time before closing of the polls at the Meeting. If you have not voted through your broker, there are two ways for you to revoke your proxy and change your vote. First, you may send a written notice to the Company’s Secretary stating that you would like to revoke your proxy. Second, you may complete and submit a new proxy card, but it must bear a later date than the original proxy. Your attendance at the Meeting will not, by itself, revoke your proxy. If you have instructed a broker to vote your shares, you must follow the directions you receive from your broker to change your vote. Your last submitted proxy will be the proxy that is counted. Please note that dissenters' rights are not available with respect to any proposal to be voted upon at the Meeting.
We pay the cost of soliciting the proxies. We will provide copies of this Proxy Statement and accompanying materials to brokerage firms, fiduciaries and custodians for forwarding to beneficial owners and will reimburse these persons for their costs of forwarding these materials. Our directors, officers and employees may solicit proxies by telephone, facsimile, or personal solicitation. We will not pay additional compensation for any of these services.
QUESTIONS AND ANSWERS REGARDING THIS SOLICITATION
AND VOTING AT THE MEETING
Q. When is the Meeting?
A. June 3, 2024 at 10:00 a.m. Pacific Time (subject to postponement(s) or adjournment(s) thereof).
Q. Where will the Meeting be held?
A. We have adopted a completely virtual format for our Meeting to provide a healthy, consistent and convenient experience to all stockholders regardless of location. You may attend and submit questions during the Meeting via the Internet at https://tinyurl.com/viavid-webcast?ei=1664232 .
Q. What is the purpose of the Meeting?
A. The Meeting will have the following purposes:
Each of the above matters is more fully discussed below. We do not expect to transact any other business at the Meeting.
Q. Why am I receiving these proxy materials?
A. As permitted by rules adopted by the SEC, we are making this Proxy Statement and our Annual Report available to our stockholders electronically via the Internet. On or about April 11, 2024, we are mailing to all stockholders of record entitled to vote at the 2024 Annual Meeting a Notice of Internet Availability of Proxy Materials (" Notice ") containing instructions on how to access this Proxy Statement and our Annual Report and Meeting voting instructions. If you received a Notice by mail, you will not receive a printed copy of the proxy materials, unless specifically requested. If you received a Notice by mail and would like to receive a printed copy of the proxy materials, you should follow the instructions for requesting such materials included in the Notice. We are sending you the Notice because the Company’s Board is soliciting your proxy to vote at the 2024 Annual Meeting. You are invited to attend the 2024 Annual Meeting and to vote on the proposals described in this Proxy Statement. To vote your shares, you must follow the instructions on the Notice. The Notice contains a control number that you will need to vote your shares. Please keep the Notice for your reference through the date of the Meeting.
Q. Who is entitled to vote at the Meeting?
A. Only stockholders who owned shares of our Common Stock at the close of business on the Record Date are entitled to notice of the Meeting and to vote on the proposals being presented at the Meeting, and at any postponements or adjournments thereof. At the close of business on the Record Date, 163,228,469 shares of our Common Stock were issued and outstanding. At the close of business on the Record Date, the shares of our Common Stock were held by approximately 36 stockholders of record, as well as a substantially greater number of "street name" or beneficial owners, whose shares are held by banks, brokers, and other financial institutions.
2
Holders of our Common Stock as of the Record Date will be entitled to cast one vote per share of Common Stock held for each of the proposals to be presented to stockholders for approval at the Meeting.
Q. What constitutes a quorum at the Meeting?
A. The presence at the Meeting, virtually or by proxy, of the holders of a majority in voting power of the outstanding shares of our Common Stock at the close of business on the Record Date will constitute a quorum. If a quorum is not present or represented at the Meeting, the Chairman of the Meeting may adjourn the Meeting from time to time to another place, if any, date or time.
A quorum is required to conduct business at the Meeting.
Q. What will be voted on at the Meeting?
A. The following chart sets forth the vote required for each of the proposals to be voted on by our stockholders at the Meeting to be approved:
|
Proposal 1: To elect three directors to hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified, subject to prior death, resignation or removal. |
|
Each director must be elected by a plurality of the votes cast; meaning that the three nominees receiving the most “FOR” votes (among votes properly cast virtually or by proxy) will be elected. Only votes “FOR” will affect the outcome. Votes "AGAINST," abstentions and broker non-votes will not affect the outcome of the vote. |
|
Proposal 2: To ratify the selection of Haskell White LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |
|
To be approved by our stockholders, the holders of a majority of the shares casting votes at the Meeting on this proposal must vote “FOR” this proposal. Any shares of Common Stock that are not voted (whether by abstention or otherwise) will have no impact on the outcome of the vote with respect to this proposal. We believe that this proposal is considered a routine matter and, thus, we do not expect to receive any broker non-votes on this proposal. |
|
Proposal 3: To approve, on a non-binding advisory basis, named executive officer compensation. |
|
To be approved by our stockholders, the holders of a majority of the shares casting votes at the Meeting on this proposal must vote “FOR” this proposal. Any shares of Common Stock that are not voted (whether by abstention, broker non-vote or otherwise) will have no impact on the outcome of the vote with respect to this proposal. This is an advisory vote and, therefore, is not binding. |
Q. What shares can I vote at the Meeting?
A. You may vote all shares of Common Stock owned by you as of the Record Date on each of the proposals being presented at the Meeting, including (i) shares held directly in your name as the stockholder of record, and (ii) shares held for you as the beneficial owner through a broker, trustee or other nominee such as a bank.
Q. What is the difference between holding shares as a stockholder of record and as a beneficial owner?
A. Some of our stockholders may hold shares of our Common Stock in their own name rather than through a broker or other nominee. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Stockholders of Record . If your shares are registered directly in your name with our transfer agent, Issuer Direct Corporation, you are considered to be, with respect to those shares, the stockholder of record, and the Notice will be sent directly to you. As the stockholder of record, you have the right to vote on the proposals being presented at the
3
Meeting. Whether or not you plan to attend the Meeting, we urge you vote by internet, fax, phone or by mail to ensure your vote is counted. You may still attend the Meeting if you have already voted by proxy.
Beneficial Owner . If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials, together with a voting instruction card, are being forwarded to you from that organization. As the beneficial owner, you have the right to direct your broker, trustee or nominee how to vote on your behalf and are also invited to attend the Meeting. Please note that since a beneficial owner is not the stockholder of record, you may not directly vote these shares unless you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares. If this applies to you, your broker, trustee or nominee will have enclosed or provided voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares.
Q. How can I vote my shares without attending the Meeting?
A. Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Meeting. If you are a stockholder of record, you may vote by proxy by internet, fax, phone or by mail by following the instructions provided on the Notice. To vote using the proxy card, you must request a paper copy of the proxy materials by following the instructions available on the Notice and then simply complete, sign and date the proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the 2024 Annual Meeting, we will vote your shares as you direct. Stockholders who hold shares beneficially in street name may cause their shares to be voted by proxy in accordance with the instructions provided by their broker, trustee or nominee, by using the proxy card provided by the broker, trustee or nominee and mailing them in the envelope provided by such person.
Q. How can I vote my shares virtually at the Meeting?
A. There will be no voting during the Meeting through the virtual meeting platform. However, stockholders will have the ability to cast their votes, using the methods set forth on the Notice and/or Proxy Card received in the mail, until the announcement is made at the Meeting that the polls are closed. Record holders who received a copy of this Proxy Statement and accompanying proxy card in the mail can vote by filling out the proxy card, signing it and returning it in the postage paid return envelope. Record holders can also vote by telephone 1-866-752-VOTE (8683), by fax, or by Internet at www.iproxydirect.com/cvsi. Voting instructions are provided on the Notice, or the proxy card if you received a copy of our proxy materials in the mail. If you hold shares in street name, you must vote by giving instructions to your bank or broker. You should follow the voting instructions on the form that you receive from your bank or broker.
Q. How do I attend the Meeting?
A. You may attend the Meeting online, including to submit questions during the Meeting by logging in at https://tinyurl.com/viavid-webcast?ei=1664232 . The Meeting will begin at approximately 10:00 a.m. Pacific Time, with log-in beginning at 9:45 a.m. on June 3, 2024.
Q. How do I gain admission to the Meeting?
A. You are entitled to participate in the virtual 2024 Annual Meeting only if you were a stockholder of record who owned shares of the Company's Common Stock at the close of business on April 5, 2024, the Record Date. To attend online and participate in the Meeting, stockholders of record will need to use the control number on their Notice or proxy card to log into https://tinyurl.com/viavid-webcast?ei=1664232 ; beneficial owners who do not have a control number may gain access to the Meeting by logging into their brokerage firm's website and selecting the stockholder communication mailbox to link through to the virtual 2024 Annual Meeting. Instructions should also be provided on the voting instruction card provided by their broker, bank, or other nominee.
We encourage you to access the Meeting prior to start time. Please allow time for online check-in, which will begin at 9:45 a.m. Pacific Time. If you have difficulties during the check-in time or during the Meeting, please contact ir@cvsciences.com.
4
Stockholders have multiple opportunities to submit questions to the Company for the Meeting. Stockholders who wish to submit a question in advance may do so in the question tab of the webcast online during the Meeting at https://tinyurl.com/viavid-webcast?ei=1664232 .
Q. How are votes counted?
A. If you provide specific instructions with regard to an item, your shares will be voted as you instruct on such item. If you sign your proxy card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (“FOR” each of the director nominees identified herein, “FOR” each of the other proposals, and in the discretion of the proxy holder on any other matters that properly come before the Meeting).
Q. What is a “broker non-vote”?
A. A broker non-vote occurs when a beneficial owner of shares held in street name does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the New York Stock Exchange, “non-routine” matters are generally those involving a contest or a matter that may substantially affect the rights or privileges of stockholders, such as mergers, dissolutions or stockholder proposals. The shares that cannot be voted by brokers and other nominees on non-routine matters but are represented at the Meeting will be deemed present at our Meeting for purposes of determining whether the necessary quorum exists to proceed with the Meeting, but will not be considered entitled to vote on the non-routine proposals.
We believe that under applicable rules Proposal 2 is considered a routine matter for which brokerage firms may vote shares that are held in the name of brokerage firms and which are not voted by the applicable beneficial owners.
We believe that Proposals 1 and 3 are considered non-routine matters under applicable rules. Accordingly, brokers or other nominees cannot vote on these proposals without instructions from beneficial owners.
Q. How are abstentions counted?
A. If you return a proxy card that indicates an abstention from voting on all matters, the shares represented will be counted for the purpose of determining both the presence of a quorum.
With regard to Proposal 1, votes may be cast in favor of a director nominee, against a director nominee or you may abstain with respect to a director nominee. Because directors are elected by plurality, "AGAINST" votes and abstentions will be entirely excluded from the vote and will have no effect on its outcome.
With regard to Proposal 2 and Proposal 3, the affirmative vote of the holders of a majority of the shares casting votes at the Meeting on such proposal is required for approval. Accordingly, abstentions will have no effect on the outcome of the proposals.
Q. What should I do if I receive more than one Notice of Internet Availability of Proxy Materials?
A. If you receive more than one Notice, your shares are registered in more than one name or are registered in different accounts. Please follow the instructions on each Notice you receive to ensure that all of your shares are voted.
Q. Can I change my mind after I return my proxy?
A. Yes. You may change your vote at any time before closing of the polls at the Meeting. If you are a stockholder of record, you can do this by giving written notice to our Secretary or by submitting another proxy with a later date. If you are a stockholder in “street” or “nominee” name, you should consult with the bank, broker or other nominee regarding that entity’s procedures for revoking your voting instructions.
5
Q. Who is soliciting my vote and who is paying the costs?
A. Your vote is being solicited on behalf of the Board, and the Company will pay the costs associated with the solicitation of proxies, including preparation, assembly, printing and mailing of the Notice and this Proxy Statement and other proxy materials, as applicable.
Q. How can I find out the results of the voting?
A. We intend to announce preliminary voting results at the Meeting and publish final results in a Current Report on Form 8-K within four business days following the Meeting.
Q. Whom should I contact if I have questions?
A. If you have any additional questions about the Meeting or the proposals presented in this Proxy Statement, you should contact the following person at our principal executive office as follows:
Joseph Dowling, Secretary
9530 Padgett Street, Suite 107
San Diego, California 92126
(855) 758-7223
6
PROPOSAL 1
ELECTION OF DIRECTORS
The Board has nominated Dr. Jamie Corroon, Mr. Joseph Dowling and Mr. Bill McCorkle as directors to be elected to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified, subject to prior death, resignation or removal. Each of the nominees is currently a director of CV Sciences.
The three nominees with the greatest numbers of votes at the Meeting will be elected to the three director positions. Each nominee, if elected at the Meeting, will serve as a director until the earlier of the 2025 annual meeting of the Company's stockholders or until their successors are duly elected and qualified, subject to prior death, resignation or removal. Unless otherwise instructed, the proxy holders will vote the proxies received by them "FOR" each of Messrs. Corroon, Dowling and McCorkle. If any of Messrs. Corroon, Dowling or McCorkle is unable or declines to serve as director at the time of the 2024 Annual Meeting, the proxies will be voted for any nominee who is designated by our present Board to fill the vacancy.
Information Regarding Directors
The below table and narrative disclosures include information about our current directors, each of whom is also a director nominee for the Meeting.
|
Name |
|
Age |
|
Position |
|
Audit
|
|
Compensation
|
|
Governance
|
|
Director
|
||||||||||||||||
|
Dr. Jamie Corroon |
|
54 |
|
Director |
|
* |
|
C |
|
C |
|
2022 |
||||||||||||||||
|
Joseph Dowling |
|
66 |
|
Chief Executive Officer, Director |
|
* |
|
|
|
* |
|
2018 |
||||||||||||||||
|
Bill McCorkle |
|
56 |
|
Director |
|
C |
|
* |
|
* |
|
2022 |
||||||||||||||||
|
Fee Category |
|
2023 |
|
|
2022 |
|
|
||
|
Audit Fees |
|
$ |
172,075 |
|
|
$ |
153,500 |
|
|
|
Audit Related Fees |
|
|
— |
|
|
|
— |
|
|
|
Tax Fees |
|
|
— |
|
|
|
— |
|
|
|
All Other Fees |
|
|
— |
|
|
|
— |
|
|
|
|
|
$ |
172,075 |
|
|
$ |
153,500 |
|
|
Audit Committee's Pre-Approval Policies and Procedures
Our Audit Committee has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Audit Committee approves the engagement letter with respect to audit and review services. Other fees are subject to pre-approval by the Audit Committee, or, in the period between meetings, by a designated member of the Board or Audit Committee. Any such approval by the designated member is disclosed to the entire Board at the next meeting.
Vote Required
The affirmative vote of the holders of a majority of the shares casting votes at the Meeting on this proposal, at which a quorum is present, is required to approve this proposal. Proxies solicited by the Board will be voted "FOR" this proposal unless you specify otherwise in your proxy. Any shares of Common Stock that are not voted (whether by abstention or otherwise) will have no impact on the outcome of the vote with respect to this proposal. We believe
9
that this proposal is considered a routine matter and, thus, we do not expect to receive any broker non-votes on this proposal.
Recommendation of the Board
The Board unanimously recommends that you vote “FOR” the approval of this Proposal 2.
10
PROPOSAL 3
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
In accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company is providing stockholders with an advisory (non-binding) vote on compensation programs, which is sometimes referred to as "say on pay," for our named executive officers, Mr. Joseph Dowling and Mr. Joerg Grasser. Accordingly, you may vote on the following resolution at the 2024 Annual Meeting:
"RESOLVED, that the compensation paid to our named executive officers, as disclosed in the Company's Proxy Statement for the Annual Meeting pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion is hereby APPROVED."
This vote is non-binding. The Board intends to consider the outcome of the vote when making future executive compensation decisions and, in particular, to consider any significant negative voting results to the extent they can determine the cause or causes for such votes. The Board has determined, consistent with the vote of the Company's stockholders, to submit a resolution on the compensation of the Company's named executive officers to the Company's stockholders for an advisory vote every year.
Stockholders are encouraged to read the accompanying compensation tables and the related narrative disclosures for more information about the Company's executive compensation program.
Vote Required
The affirmative vote of the holders of a majority of the shares casting votes at the Meeting on this proposal, at which a quorum is present, is required to approve this proposal, on an advisory non-binding basis. Proxies solicited by the Board will be voted for this proposal unless you specify otherwise in your proxy. Any shares of Common Stock that are not voted (whether by abstention, broker non-vote or otherwise) will have no impact on the outcome of the vote with respect to this proposal. This is an advisory vote and, therefore, is not binding.
Recommendation of the Board
The Board unanimously recommends that you vote “FOR” the approval of this Proposal 3.
11
CORPORATE GOVERNANCE
Board and Stockholder Meetings and Attendance
The Board has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The primary responsibility of the Board is to oversee the management of the Company and, in doing so, serve the best interests of the Company and its stockholders. The entire Board selects, evaluates and provides for the succession of executive officers and, subject to stockholder election, directors. It reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources. The Board also participates in decisions that have a potential major economic impact on the Company. Management keeps the directors informed of Company activity through regular communication, including written reports and presentations at Board and committee meetings.
Directors are elected annually and hold office until the next annual meeting or until their successors are duly elected and qualified, subject to prior death, resignation or removal. During fiscal year 2023, there were four formal Board meetings. None of our directors attended fewer than 75% of the total number of meetings of the Board and meetings of any committee of the Board on which such director served during the time each such individual director was serving as a director. The Company encourages, but does not require, directors to attend annual meetings of stockholders.
Committees of the Board
Currently, the Company has formal standing compensation, audit and nominating committees.
Compensation Committee
The Company's compensation committee (the " Compensation Committee ") consists of Dr. Jamie Corroon and Bill McCorkle, and has established a charter that requires all members of the Compensation Committee to be “non-employee directors” for purposes of Rule 16b-3 of the Exchange Act, and satisfy the requirements of an “outside director” for purposes of Section 16(m) of the Internal Revenue Code.
The Compensation Committee is responsible for overseeing and, as appropriate, making recommendations to the Board regarding the annual salaries and other compensation of our executive officers, our general employee compensation and other policies and providing assistance and recommendations with respect to our compensation policies and practices. The Compensation Committee is authorized to carry out these activities and other actions reasonably related to the Compensation Committee's purposes or assigned by the Board from time to time. The Compensation Committee operates pursuant to a written charter that is available on our website at http://www.cvsciences.com under "Investor Relations - Corporate Governance - Governance Documents." During fiscal year 2023, the Compensation Committee did not engage a compensation consultant. Previously, during fiscal year 2019, the Compensation Committee retained Radford, a division of Aon Hewitt, to consult with the Company on a range of issues relating to executive and director compensation. Radford served at the discretion of the Compensation Committee and provided services only to the Compensation Committee. Services provided by Radford included a review of executive and director compensation, public peer group and compensation philosophy development, and executive compensation benchmarking. Working with Radford, the Compensation Committee considered a variety of factors when determining the Company’s executive compensation program and total compensation levels. These factors included analysis of peer companies and Radford’s Global Life Science Survey.
During fiscal year 2023, the Compensation Committee held one meeting.
Audit Committee
The Audit Committee consists of Dr. Jamie Corroon, Joseph Dowling and Bill McCorkle, and has established a charter that requires at least two directors to be independent. Our securities are quoted on the OTC: QB, which does not have any director independence requirements. Further, companies with securities only listed on the OTC: QB are not required to comply with the independence standards set forth in Rule 10A-3(b)(1) of the Exchange Act. Our Board has also determined that Mr. McCorkle is “audit committee financial experts” as defined in Item 407(d) of Regulation S-K. The Audit Committee operates pursuant to a written charter that is available on our website at www.cvsciences.com under “Investor Relations – Corporate Governance - Governance Documents.”
12
The Audit Committee's responsibilities include: a) selecting and evaluating the performance of our independent auditors; b) reviewing the scope of the audit to be conducted by our independent auditors, as well as the result of their audit, and approving audit and non-audit services to be provided; c) reviewing and assessing our financial reporting activities and disclosure, including our earnings press releases and periodic reports, and the accounting standards and principles followed; d) reviewing the scope, adequacy and effectiveness of our internal control over financial reporting; e) reviewing management’s assessment of our compliance with our disclosure controls and procedures; f) reviewing our public disclosure policies and procedures; g) reviewing our guidelines and policies regarding risk assessment and management, our tax strategy and our investment policy; h) reviewing and approving related-party transactions; and i) reviewing threatened or pending litigation matters and investigating matters brought to the committee's attention that are within the scope of its duties. Additionally, the Audit Committee will regularly review cybersecurity requirements and risks on a quarterly basis.
The Audit Committee also reviews and discusses with our management and independent registered public accounting firm the financial statements and disclosures in our quarterly financial press releases and SEC filings. In performing its responsibilities, the Audit Committee has reviewed and discussed with management and the Company’s independent auditors the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The Audit Committee has also discussed with the independent registered public accounting firm matters required to be discussed by Auditing Standard No. 61, Professional Standards, as adopted by the Public Company Accounting Oversight Board (“ PCAOB ”). The Audit Committee has received the written disclosures and the letter from the Company’s independent accountant required by applicable requirements of the PCAOB regarding the independent accountant's communications with the Audit Committee concerning independence, and has discussed with our independent registered public accounting firm such firm’s independence. Based on the reviews and discussions referred to above, the Audit Committee unanimously recommended to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
During fiscal year 2023, the Audit Committee held four meetings.
Nominating Committee
The Company's nominating and governance committee (the " Nominating Committee ") currently consists of Dr. Jamie Corroon, Joseph Dowling and Bill McCorkle. The Nominating Committee interviews, evaluates, nominates and recommends individuals for membership on the Board, evaluates the effectiveness of the Board and its serving members, and recommends the structure, responsibility and composition of the committees of the Board. The Nominating Committee is also responsible for recommending guidelines and policies for corporate governance for adoption by the Board. The charter of the Nominating Committee has been established and approved by the Board, and a copy of the charter has been posted on our website at www.cvsciences.com under “Investor Relations – Corporate Governance - Governance Documents.”
The Nominating Committee provides instructions in each annual proxy statement regarding how stockholders can make director nominations. The Nominating Committee does not have a formal policy for consideration of any director candidates recommended by stockholders, including the minimum qualifications for director candidates, as we have never received such a nomination; however, any such nomination, if received, would be considered on an equal basis with candidates identified by the Nominating Committee.
During fiscal year 2023, the Nominating Committee held one meeting.
Board Leadership Structure
The Company does not have a lead independent director, as the Company's Chief Executive Officer also serves as the Chairman of the Board. We believe our leadership structure is appropriate for the size and scope of operations of a company of our size.
13
Board’s Role in Risk Management
The Board is responsible for oversight of risks facing the Company, while our management is responsible for day-to-day management of risk. The Board, as a whole, directly oversees our strategic and business risk, including financial reporting related risk, cybersecurity risk, and product development risk. We believe the Board, as a whole, supports its role in risk oversight, with our Chief Executive Officer and Chief Financial Officer responsible, for assessing and managing risks facing the Company day-to-day and other members of the Board providing oversight of such risk management.
Code of Ethics
We have adopted a corporate code of ethics that applies to all directors, officers and employees. A copy is available on the "Investors-Corporate Governance" section of our website at www.cvsciences.com.
Family Relationships
There are no family relationships between any directors or executive officers of the Company.
Compensation of Directors
The following table sets forth the compensation paid to our non-employee directors for the fiscal year 2023:
|
Name of Directors |
|
Fees
|
|
|
Stock
|
|
|
Option
|
|
|
All other
|
|
|
Total ($) |
|
|||||||||||||
|
Dr. Jamie Corroon |
|
$ |
20,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
20,000 |
|
||||||||
|
Bill McCorkle |
|
$ |
20,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
20,000 |
|
||||||||
|
Name |
|
Age |
|
Position |
|
Joseph Dowling |
|
66 |
|
Chief Executive Officer and Director |
|
Joerg Grasser |
|
49 |
|
Chief Financial Officer |
Joseph Dowling. See biographical information set forth above under "Proposal 1 - Election of Directors."
Joerg Grasser. On March 15, 2019, Mr. Grasser was appointed as the Chief Financial Officer of the Company. Mr. Grasser previously served as the Company's Chief Accounting Officer commencing December 26, 2018. Prior to his appointment, Mr. Grasser held the position of Controller at Ballast Point Brewing Company (" Ballast Point "), a subsidiary of Constellation Brands, Inc. from 2015 to 2018, where Mr. Grasser provided accounting, finance, financial reporting and operational expertise to the company. Prior to his role at Ballast Point, from 2014 to 2015, Mr. Grasser held the position of Senior Director of Accounting for Sequenom, Inc., and from 2010 to 2014 Mr. Grasser was at Peregrine Semiconductor Corporation advancing to Director Financial Planning and Reporting. Mr. Grasser began his career at KPMG LLP providing audit and IT advisory services, advancing to senior audit manager. He has an MBA from the Keller Graduate School of Management, a BA from University of Regensburg and is a Certified Public Accountant.
EXECUTIVE COMPENSATION
The following table summarizes all compensation recorded by us in each of the last two completed fiscal years for our principal executive officer and our only other executive officer. The value attributable to any option awards, if any, is computed in accordance with FASB ASC 718 Share-Based-Payment ( “ ASC 718 ”).
Summary Compensation Table
The following table provides information concerning the compensation paid during fiscal years 2023 and 2022 to our "principal executive officer" and our only other executive officer, each of which were serving as executive officers as of December 31, 2023. We refer to these individuals as our "named executive officers."
|
Name and Principal Position |
|
Fiscal Year |
|
|
Salary
|
|
|
Stock Awards
|
|
|
Option Awards
|
|
|
Non-Equity Incentive Plan Compensation
|
|
|
All Other Compensation
|
|
|
Total
|
|
|||||||
|
Joseph Dowling |
|
|
2023 |
|
|
$ |
295,072 |
|
|
$ |
— |
|
|
$ |
90,080 |
|
|
$ |
— |
|
|
$ |
18,000 |
|
|
$ |
403,152 |
|
|
Chief Executive Officer |
|
|
2022 |
|
|
$ |
277,883 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
21,100 |
|
|
$ |
298,983 |
|
|
Joerg Grasser |
|
|
2023 |
|
|
$ |
228,001 |
|
|
$ |
— |
|
|
$ |
45,040 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
273,041 |
|
|
Chief Financial Officer |
|
|
2022 |
|
|
$ |
210,371 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
100 |
|
|
$ |
210,471 |
|
|
|
|
Option Awards |
||||||||||||||||||||||
|
Name |
|
Award
|
|
Number of
|
|
|
Number of
|
|
|
Option
|
|
|
Option
|
|||||||||||
|
Joseph Dowling |
|
12/28/2015 |
|
|
150,000 |
|
|
|
— |
|
|
$ |
0.16 |
|
|
12/28/2025 |
||||||||
|
Chief Executive Officer |
|
3/15/2023 |
|
|
625,000 |
|
|
|
1,875,000 |
|
|
$ |
0.04 |
|
|
3/14/2033 |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Joerg Grasser |
|
3/15/2023 |
|
|
312,500 |
|
|
|
937,500 |
|
|
$ |
0.04 |
|
|
3/14/2033 |
||||||||
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Year |
|
Summary
|
|
|
Compensation
|
|
|
Summary
|
|
|
Compensation
|
|
|
Net income
|
|
|||||||||
|
2023 |
|
$ |
403,152 |
|
|
$ |
314,170 |
|
|
$ |
273,041 |
|
|
$ |
228,550 |
|
|
$ |
3,102,000 |
|
||||
|
2022 |
|
$ |
298,983 |
|
|
$ |
245,287 |
|
|
$ |
210,471 |
|
|
$ |
183,623 |
|
|
$ |
(8,214,000 |
) |
||||
|
2021 |
|
$ |
1,206,814 |
|
|
$ |
577,138 |
|
|
$ |
645,690 |
|
|
$ |
281,461 |
|
|
$ |
(15,554,000 |
) |
||||
|
|
|
2021 |
|
|
2022 |
|
|
2023 |
|
|||||||||||||||
|
Adjustments |
|
PEO |
|
|
Other NEO |
|
|
PEO |
|
|
Other NEO |
|
|
PEO |
|
|
Other NEO |
|
||||||
|
SCT Amounts |
|
$ |
1,206,814 |
|
|
$ |
645,690 |
|
|
$ |
298,983 |
|
|
$ |
210,471 |
|
|
$ |
403,152 |
|
|
$ |
273,041 |
|
|
Deduction for amounts reported in the "Stock Awards" and "Option Awards" columns in the SCT for applicable FY |
|
|
(788,291 |
) |
|
|
(394,145 |
) |
|
|
— |
|
|
|
— |
|
|
|
(90,080 |
) |
|
|
(45,040 |
) |
|
Increase in fair value of awards granted during the applicable FY that remain unvested as of applicable FY end, determined as of applicable FY end |
|
|
77,113 |
|
|
|
38,557 |
|
|
|
— |
|
|
|
— |
|
|
|
450 |
|
|
|
225 |
|
|
Increase in fair value of awards granted during applicable FY, determined as of vesting date |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
649 |
|
|
|
324 |
|
|
Change in fair value of awards granted during prior FY that were outstanding and unvested as of applicable FY end, determined based on change in fair value from prior FY end vesting date |
|
|
81,503 |
|
|
|
40,751 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Reduction in fair value of awards granted during prior FY that vested during the applicable FY, determined based on change in fair value from prior FY end to vesting date |
|
|
— |
|
|
|
(49,392 |
) |
|
|
(2,287 |
) |
|
|
(1,144 |
) |
|
|
— |
|
|
|
— |
|
|
Reduction of fair value of awards granted during prior FY that were forfeited during applicable FY, determined as of prior FY end |
|
|
— |
|
|
|
— |
|
|
|
(51,409 |
) |
|
|
(25,704 |
) |
|
|
— |
|
|
|
— |
|
|
Increase based on dividends or other earnings paid during the applicable FY prior to vesting date |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
CAP Amounts |
|
$ |
577,139 |
|
|
$ |
281,461 |
|
|
$ |
245,287 |
|
|
$ |
183,623 |
|
|
$ |
314,170 |
|
|
$ |
228,550 |
|
22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Beneficial Ownership of Directors, Officers and 5% Stockholders
Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage of ownership of that person, shares of common stock subject to options and warrants held by that person that are currently exercisable or become exercisable within 60 days are deemed outstanding even if they have not actually been exercised. Those shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. The following table sets forth, as of March 31, 2024, certain information as to shares of our Common Stock owned by (i) each person known to beneficially own more than five percent of our outstanding Common Stock, (ii) each of our directors, and executive officers named in our summary compensation table, and (iii) all of our executive officers and directors as a group. Unless otherwise indicated, the address of each named beneficial owner is the same as that of our principal executive offices located at 9530 Padgett Street, Suite 107, San Diego, CA 92126.
|
Name and Address of Beneficial Owner (1) |
|
Number of Shares
|
|
|
Percent of Common
|
|
||||||
|
5% or greater stockholders: |
|
|
|
|
|
|
||||||
|
none |
|
|
— |
|
|
|
— |
|
||||
|
Named Executive Officers and Directors: |
|
|
|
|
|
|
||||||
|
Joseph Dowling (3) |
|
|
1,137,222 |
|
|
* |
|
|||||
|
Joerg Grasser (4) |
|
|
501,111 |
|
|
* |
|
|||||
|
Dr. Jamie Corroon (5) |
|
|
251,000 |
|
|
* |
|
|||||
|
Bill McCorkle (6) |
|
|
250,000 |
|
|
* |
|
|||||
|
All executive officers and directors as a group (4 persons) |
|
|
2,139,333 |
|
|
|
1.3 |
% |
||||
|
Plan Category |
|
Number of
|
|
|
Weighted-average
|
|
|
Number of
|
|
|||
|
Equity compensation plans approved by security holders |
|
|
20,184,839 |
|
|
$ |
0.31 |
|
|
|
34,726,000 |
|
|
Equity compensation plans not approved by security holders |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
|
|
20,184,839 |
|
|
$ |
0.31 |
|
|
|
34,726,000 |
|
|
April 11, 2024 |
By Order of the Board of Directors |
|
|
|
|
|
|
|
|
/s/ Joseph Dowling |
|
|
|
Joseph Dowling, Chief Executive Officer and Secretary |
27
CV SCIENCES, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS - JUNE 1, 2023 AT 10:00 AM PACIFIC TIME CONTROL ID: REQUEST ID: The undersigned hereby appoints Joseph Dowling proxy of the undersigned, with power of substitution, to vote all shares of capital stock of CV Sciences, Inc. (the "Company") held by the undersigned which are entitled to be voted at, and to act for the undersigned at, the Annual Meeting of the Stockholders of the Company to be held on June 1, 2023 at 10:00 a.m. Pacific Time, and any adjournment(s) or postponement(s) thereof, as effectively as the undersigned could do if personally present on the matters indicated on the reverse side of this proxy. (CONTINUED AND TO BE SIGNED ON REVERSE SIDE.) Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on June 1, 2023 The Notice of the Meeting, Proxy Statement, Proxy Card, Annual Report on Form 10-K are available at https://www.iproxydirect.com/CVSI VOTING INSTRUCTIONS If you vote by phone, fax or internet, please DO NOT mail your proxy card. MAIL: Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope. FAX: Complete the reverse portion of this Proxy Card and Fax to 202-521-3464. INTERNET: https://www.iproxydirect.com/CVSI PHONE: 1-866-752-VOTE (8683)
Annual meeting of the stockholders of Cv sciences, inc. Please complete, date, sign and return promptly in the enclosed envelope. Please mark your vote in blue or black ink as shown here: Proxy solicited on behalf of the board of directors Proposal 1 [ for against abstain Election of directors. Dr. Jamie corroon Joseph dowling control id: Bill mccorkle request id: Proposal 2 [for against abstain To ratify the selection of haskell white llp as the company’s independent registered public accounting firm for the fiscal year ending december 31, 2023. Proposal 3 [for against abstain To adopt the company's 2023 equity incentive plan. Proposal 4 [ for against abstain to approve, on a non-binding advisory basis, named executive officer compensation. The board of directors of the company recommends a vote for all director nominee listed in proposal 1 and a vote for proposals 2, 3 and 4. The undersigned hereby revokes any proxy or proxies heretofore given to vote or act with respect to the capital stock of the company and hereby ratifies and confirms all that the proxy, or his substitutes, or any of them, may lawfully do by virtue hereof. Mark “x” here if you plan to attend the meeting: Mark here for address change new address (if applicable): important: please sign exactly as your name or names appear on this proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. Dated: , 2023 (print name of stockholder and/or joint tenant) (signature of stockholder) (second signature if held jointly)