UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, at the annual meeting of shareholders of Clever Leaves Holdings Inc. (“Clever Leaves” or, the “Company”) held on June 2, 2023 (the “Annual Meeting”), Clever Leaves’ shareholders approved an amendment (the “Plan Amendment”) to the Company’s 2020 Incentive Award Plan (the “2020 Plan”). The board of directors of Clever Leaves had previously approved the amendment of the 2020 Plan on April 18, 2023, subject to shareholder approval (the 2020 Plan as so amended, the “Amended 2020 Plan”). The amendment increases the total number of common shares that may be delivered pursuant to awards granted under the 2020 Plan by 5,575,000 shares and imposes a minimum vesting period of one year on awards granted under the 2020 Plan (subject to certain specified exceptions).
A more detailed description of the 2020 Plan and the Plan Amendment was set forth in the Company’s definitive proxy statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 18, 2023 (the “Proxy Statement”), under the heading “Proposal 3: Amendment to the Company’s 2020 Incentive Award Plan” and is incorporated herein by reference. The foregoing summary and the summary set forth in the Proxy Statement do not purport to be a complete description of the 2020 Plan. They are qualified in their entirety by reference to the text of the 2020 Plan and the Plan Amendment, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively.
Item 5.07. Submission of Matters to a Vote of Security Holders
As described above, the Company held the Annual Meeting on June 2, 2023. The following is a brief description of each proposal voted upon at the Annual Meeting and the final voting results for each such proposal. For more information about these proposals, please refer to the Proxy Statement.
Proposal 1: Election of Directors
The director nominees listed below were elected to serve on the Company’s Board of Directors for a term of one year. The results of the vote were as follows:
| Name of Nominee | For | Withhold | Broker Non-Votes | |||||||||
| Andrés Fajardo | 13,303,438 | 275,562 | 9,976,652 | |||||||||
| Elisabeth DeMarse | 8,376,120 | 5,202,880 | 9,976,652 | |||||||||
| Gary M. Julien | 8,616,668 | 4,962,332 | 9,976,652 | |||||||||
| George J. Schultze | 13,318,417 | 260,583 | 9,976,652 | |||||||||
| William Muecke | 13,104,644 | 474,356 | 9,976,652 | |||||||||
Proposal 2: Appointment of the Company’s Independent Registered Public Accounting Firm
The shareholders have appointed Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 23,351,991 | 80,449 | 123,212 | 0 | |||||||||||
Proposal 3: An Amendment to the Company’s 2020 Incentive Award Plan
The shareholders approved an amendment to the Company’s 2020 Incentive Award Plan. The results of the vote were as follows:
| For | Against | Abstain | Broker
Non-Votes |
|||||||||||
| 8,986,320 | 4,535,154 | 57,526 | 9,976,652 | |||||||||||
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Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 10.1 | Clever Leaves Holdings Inc. 2020 Incentive Award Plan (incorporated by reference to Exhibit 10.37 to the Registration Statement on Form S-1 (File No. 333-252241) filed with the Commission by the Registrant on January 20, 2021). | |
| 10.2 | Clever Leaves Holdings Inc. Amendment to the 2020 Incentive Award Plan | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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SIGNATURE
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.
| Clever Leaves Holdings Inc. |
| By: | /s/ Marta Pinto Leite | ||
| Name: | Marta Pinto Leite | ||
| Title: | General Counsel and Corporate Secretary | ||
Date: June 2, 2023
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