cbdMD (NYSE: YCBD) shareholders approve 2025 equity plan and 445,000-share CEO award
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
cbdMD, Inc. reported that shareholders approved its 2025 Equity Compensation Plan, creating a new stock-based incentive program for employees, directors and consultants. The plan initially reserves 891,316 shares of common stock for options, restricted stock and other equity awards.
The plan includes an evergreen formula that can increase the share pool each year by 2% of shares outstanding on September 30, up to 300,000 shares annually. With shareholder approval, a previously contingent 445,000-share restricted stock award to CEO and CFO T. Ronan Kennedy became effective. At the 2026 annual meeting, 10,495,561 shares were entitled to vote and a quorum of 54.6% was reached, with all seven proposals approved.
Positive
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Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Initial plan reserve: 891,316 shares
Evergreen increase rate: 2% of shares outstanding
Evergreen annual cap: 300,000 shares
+4 more
7 metrics
Initial plan reserve
891,316 shares
Shares of common stock reserved under 2025 Equity Compensation Plan
Evergreen increase rate
2% of shares outstanding
Annual increase each October 1 based on September 30 share count, up to 300,000 shares
Evergreen annual cap
300,000 shares
Maximum yearly addition to 2025 Equity Compensation Plan pool
CEO restricted stock award
445,000 shares
Restricted stock issued to CEO/CFO T. Ronan Kennedy upon plan approval
Shares entitled to vote
10,495,561 shares
Common stock outstanding and entitled to vote at 2026 annual meeting
Shares represented at meeting
5,732,044 shares
Shares present in person or by proxy, representing 54.6% quorum
Quorum percentage
54.6%
Portion of outstanding shares represented at 2026 annual meeting
Key Terms
2025 Equity Compensation Plan, evergreen formula, restricted stock award, broker non-votes, +1 more
5 terms
2025 Equity Compensation Plan financial
"shareholders of cbdMD, Inc. ... approved the Company’s 2025 Equity Compensation Plan"
evergreen formula financial
"The 2025 Plan also contains an “evergreen formula” pursuant to which the number of shares"
restricted stock award financial
"the Company granted Mr. Kennedy a restricted stock award of an aggregate of 445,000 shares"
A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.
broker non-votes financial
"“Withheld ” | | Broker Non-Votes ... 2,807,382"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
quorum financial
"5,732,044 shares of common stock (or 54.6%), constituting a quorum, were represented"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 30, 2026
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (704 ) 445-3060
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_______________________________________
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On March 30, 2026, the shareholders of cbdMD, Inc. (the “Company”), upon recommendation of the board of directors, approved the Company’s 2025 Equity Compensation Plan (the “2025 Plan”). The purpose of the 2025 Plan is to enable the Company to offer to its employees, officers, directors and consultants whose past, present and/or potential contributions to the Company and its subsidiaries have been, are, or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. The 2025 Plan initially reserves 891,316 shares of the Company’s common stock for issuance pursuant to the terms of the 2025 Plan upon the grant of plan options, restricted stock awards, or other stock-based awards granted under the 2025 Plan. The 2025 Plan also contains an “evergreen formula” pursuant to which the number of shares of common stock available for issuance under the 2025 Plan will automatically increase on October 1 of each calendar year during the term of the 2025 Plan, beginning with calendar year 2026, by an amount equal to 2% of the total number of shares of common stock outstanding on September 30 of such calendar year, up to a maximum of 300,000 shares.
As previously disclosed, effective November 28, 2025, the Company entered into an Executive Employment Agreement with Mr. T. Ronan Kennedy to continue serving as the Company’s chief executive officer and chief financial officer. As additional compensation under the agreement, the Company granted Mr. Kennedy a restricted stock award of an aggregate of 445,000 shares of common stock, subject to approval of the 2025 Plan. The grant, vesting and issuance of shares was subject to and contingent upon shareholder approval of the 2025 Plan. Effective with the shareholder approval of the 2025 Plan, the shares are issued to Mr. Kennedy.
The terms and provisions of the 2025 Plan are described in greater detail in proposal 7 in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 12, 2026 (“Proxy Statement”). The descriptions of the 2026 Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2026 Plan as filed as Appendix D to the Proxy Statement and Exhibit 10.1 to the Company’s Form 8-K Current Report filed with the Securities and Exchange Commission on November 28, 2025.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 30, 2026, the Company held its 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) where seven proposals were voted upon. The proposals are described in detail in the Proxy Statement. Of the 10,495,561 shares of common stock outstanding and entitled to vote at the 2026 Annual Meeting, 5,732,044 shares of common stock (or 54.6%), constituting a quorum, were represented in person or by proxy at the 2026 Annual Meeting. At the meeting all the proposals were approved and the final vote on the proposals was recorded as follows:
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Proposal 1:
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The following directors were elected at the 2026 Annual Meeting of shareholders to hold office until the 2027 annual meeting of shareholders or their earlier resignation, removal or death:
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Directors
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“For”
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“Withheld”
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Broker Non-Votes
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Bakari Sellers
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2,224,637
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700,025
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2,807,382
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William F. Raines, III
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2,236,697
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687,965
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2,807,382
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Scott G. Stephen
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2,236,870
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687,972
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2,807,382
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T. Ronan Kennedy
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2,859,262
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65,400
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2,807,382
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Dr. Sybil Swift
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2,229,929
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694,733
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2,807,382
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Jeffrey Porter
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2,859,580
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65,082
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2,807,382
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Kevin Roe
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2,237,494
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687,168
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2,807,382
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Proposal 2:
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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, 2026 was ratified, based upon the following final tabulation of votes:
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“For”
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“Against”
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“Abstain”
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4,098,687
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43,614
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1,589,743
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Proposal 3:
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The approval and adoption of an amendment to our articles of incorporation, as amended, at the discretion of the board of directors, to effect a reverse stock split of our issued and outstanding shares of common stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-ten (1:10), at any time prior to the one-year anniversary date of the 2026 Annual Meeting, with the exact ratio to be determined by the board was approved, based upon the following final tabulation of votes:
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“For”
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“Against”
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“Abstain”
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3,420,668
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2,215,228
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96,148
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Proposal 4:
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The proposal to approve, in accordance with NYSE American Company Guide Section 713, the issuance of shares of common stock upon the conversion of Series B Convertible Preferred Stock and accrued or potential dividend shares pursuant to those certain securities purchase agreements dated September 29, 2025 (“Series B Purchase Agreements”) with four institutional investors, without giving effect to the exchange cap in the Series B Purchase Agreements, which may result in the issuance of more than 20% of the Company’s outstanding common stock immediately prior to such issuance, potentially resulting in significant dilution to existing shareholders was approved, based upon the following final tabulation of votes:
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“For”
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“Against”
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“Abstain”
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“Broker Non-Votes”
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1,872,202
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1,035,956
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16,504
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2,807,382
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Proposal 5:
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The proposal to approve, in accordance with NYSE American Company Guide Section 713, the issuance of shares of common stock upon the conversion of Series C Convertible Preferred Stock and accrued or potential dividend shares pursuant to those certain securities purchase agreements dated December 18, 2025 (“Series C Purchase Agreements”) with two institutional investors, without giving effect to the exchange cap in the Series C Purchase Agreements, which may result in the issuance of more than 20% of the Company’s outstanding common stock immediately prior to such issuance, potentially resulting in significant dilution to existing shareholders was approved, based upon the following final tabulation of votes:
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“For”
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“Against”
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“Abstain”
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“Broker Non-Votes”
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1,873,290
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1,035,798
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15,574
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2,807,382
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Proposal 6:
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The proposal to approve, in accordance with NYSE American Company Guide Section 713, the issuance of shares of the Company’s common stock pursuant to that certain securities purchase agreement dated December 15, 2025 (the “ELOC Agreement”) with C/M Capital Master Fund, LP, establishing an equity line of credit under which the Company may sell shares of common stock to C/M Capital Master Fund, LP from time to time in its sole discretion, without giving effect to the exchange cap in the ELOC Agreement, which may result in the issuance of more than 20% of the Company’s outstanding common stock immediately prior to such issuance was approved, based upon the following final tabulation of votes:
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“For”
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“Against”
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“Abstain”
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“Broker Non-Votes”
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1,868,900
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1,039,934
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15,828
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2,807,382
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Proposal 7:
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The proposal to approve the 2025 Equity Compensation Plan was approved, based upon the following final tabulation of votes:
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“For”
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“Against”
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“Abstain”
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“Broker Non-Votes”
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1,854,961
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1,052,954
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16,747
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2,807,382
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Proposal 8 for the adjournment of the 2026 Annual Meeting was moot, as there were sufficient votes to approve proposals 1 through 7.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
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Description
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4.9
104
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2025 Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K Current Report filed with the Securities and Exchange Commission on November 28, 2025
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
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 hereunto duly authorized.
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cbdMD, Inc.
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Date: April 1, 2026
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By:
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/s/ T. Ronan Kennedy
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T. Ronan Kennedy, Chief Executive Officer and Chief Financial Officer
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FAQ
What is the evergreen formula in cbdMD (YCBD)’s 2025 Equity Compensation Plan?
The evergreen formula allows cbdMD to automatically increase the plan’s share pool each October 1. The annual increase equals 2% of total common shares outstanding on September 30, subject to a maximum of 300,000 additional shares available for future equity awards under the plan.
What equity award did cbdMD’s CEO receive following plan approval?
CEO and CFO T. Ronan Kennedy received a restricted stock award of 445,000 cbdMD common shares. This grant was previously approved under his employment agreement but was contingent on shareholder approval of the 2025 Equity Compensation Plan, which made the issuance effective once the plan passed.
What was the quorum and voting base at cbdMD’s 2026 annual meeting?
At cbdMD’s 2026 annual meeting, 10,495,561 common shares were outstanding and entitled to vote. A quorum was achieved with 5,732,044 shares represented in person or by proxy, equal to 54.6% participation, allowing all seven proposals to be validly considered and approved.