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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 9, 2022

 

Whole Earth Brands, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware  001-38880  38-4101973
(State or other jurisdiction
of incorporation)		  (Commission
File Number)		  (IRS Employer
Identification No.)

 

125 S. Wacker Drive

Suite 3150
Chicago, IL 60606

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (312) 840-6000

 

Not Applicable

(Former name or former address, if changed since last report)

 

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:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  Trading
Symbol(s)		  Name of each exchange on which
registered
Common stock, par value $0.0001 per share  FREE  The NASDAQ Stock Market LLC
Warrants to purchase one-half of one share of common stock  FREEW  The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined 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).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark 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 5.07 Submission of Matters to a Vote of Security Holders

 

Annual Meeting of Whole Earth Brands, Inc. Stockholders

 

On June 9, 2022, the Company held its annual meeting of stockholders (the “Annual Meeting”) at which the stockholders voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2022. As of April 21, 2022, the record date for the Annual Meeting, there were 42,022,996 shares of our common stock issued and outstanding. At the Annual Meeting, there were 29,881,400 shares of our common stock present in person or represented by proxy.

 

Set forth below are the final voting results from the Annual Meeting:

 

Proposal One: Election of Directors

 

To elect seven Directors:

 

Name of Director  For   Against   Abstain   Broker Non-
Votes		 
Irwin D. Simon   18,354,103    7,757,325    88,843    3,681,129 
Albert Manzone   25,417,771    693,357    89,143    3,681,129 
Anuraag Agarwal   25,397,482    714,248    88,541    3,681,129 
Steven M. Cohen   24,919,071    1,095,251    185,949    3,681,129 
Denise M. Faltischek   24,411,081    1,700,655    88,535    3,681,129 
Ira J. Lamel   25,389,796    721,835    88,640    3,681,129 
John M. McMillin III   24,909,913    1,201,615    88,743    3,681,129 

 

For Proposal One, each of the Directors received a plurality of the votes cast at the Annual Meeting and, as a result, each was elected to serve until the next annual meeting of stockholders.

 

Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm

 

Proposal  For   Against   Abstain   Broker Non-
Votes		 
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022   28,534,763    1,231,112    115,525    0 

 

Proposal Two received an affirmative vote of the holders of a majority of the total number of votes of the capital stock represented at the Annual Meeting and entitled to vote on the proposal and, as a result, was approved.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

  

(d) Exhibits

 

Exhibit
Number		   Description
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 thereunto duly authorized.

 

  Whole Earth Brands, Inc.
     
     
Date: June 13, 2022 By:

/s/ Ira W. Schlussel

    Ira W. Schlussel
    Vice-President and Chief Legal Officer