SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 11, 2019
CV SCIENCES, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
10070 Barnes Canyon Road
San Diego, California 92121
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(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
Name of exchange on which registered
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 ☐
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. ☐
This Current Report on Form 8-K/A (this "Amendment") updates information disclosed in a Current Report on Form 8-K filed on June 17, 2019 (the "Original Form 8-K") relating to the Annual Meeting of Stockholders of CV Sciences, Inc. (the "Company") held on June 11, 2019 (the "Annual Meeting"). The sole purpose of this Amendment is to disclose the Company's decision regarding how frequently it will conduct future advisory votes on named executive officer compensation. No other changes have been made to the Original Form 8-K.
Submission of Matters to a Vote of Security Holders
Proposal 7 - Advisory Vote as to Whether the Advisory Vote to Approve Named Executive Officer Compensation Should Take Place Every 1, 2, or 3 Years
As previously reported in the Original Form 8-K, at the Annual Meeting a non-binding advisory vote was conducted on the frequency of future advisory votes for named executive officer compensation. The Board of Directors of the Company (the "Board") recommended that the frequency of the advisory votes be held every three (3) years. However, the stockholders, based on a non-binding vote, recommended that the frequency of such advisory votes be held every year.
On November 6, 2019, the Board 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 in its proxy materials (the next such vote being at the 2020 Annual Meeting of Stockholders of the Company) until the next required vote on the frequency of stockholder votes on the compensation of the Company's named executive officers.
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.
Date: November 8, 2019
CV SCIENCES, INC.
By: /s/ Joseph Dowling
Chief Executive Officer