Item 3.03 Material Modifications to Rights of Security Holders.

The information set forth in Item 5.03 below is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

Effective on June 30, 2021, the Board of Directors of Whole Earth Brands, Inc. (the "Company") adopted and approved an amendment to Article III of the Company's bylaws (the "Bylaw Amendment"), causing Section 3.6(b) thereof to read as follows:

"(b) Subject to applicable law, any director or the entire Board of Directors may be removed, with or without cause, by affirmative vote of the holders of a majority of the shares of capital stock of the Corporation then entitled to vote at an election of directors, voting together as a single class."

The previous provision provided that directors could only be removed for cause and by the affirmative vote of holders of 66 2/3% of the voting power of the then-issued and outstanding capital stock of the Company entitled to vote in the election of directors, voting together as a single class. The foregoing description of the Company's amended bylaws, as amended by the amendment of Article III, Section 3.6(b) thereto (the "Amended Bylaws"), is not complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.

The Board of Directors of the Company adopted and approved an analogous amendment to the Company's Certificate of Incorporation to be submitted for shareholder approval and adoption at the 2021 Annual Meeting (defined below) described under Item 8.01. The Bylaw Amendment is effective immediately.

Item 8.01. Other Events.

As previously disclosed, the Company postponed its previously scheduled annual meeting. The Board of Directors of the Company currently intends to hold its 2021 Annual Meeting of Stockholders (the "2021 Annual Meeting") on October 12, 2021 at a time and location determined and to be specified in the Company's definitive proxy statement related to the 2021 Annual Meeting. The record date for the 2021 Annual Meeting is August 13, 2021.

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits.



Exhibit No.                               Description

3.1 Bylaws of Whole Earth Brands, Inc. (as amended through June 30,


            2021).

104 Cover Page Interactive Data File (formatted as inline XBRL and contained


            in Exhibit 101)

© Edgar Online, source Glimpses