Item 8.01 Other Events.
Whole Earth Brands, Inc. (the "Company"), currently intends to hold its first
Annual Meeting of Stockholders (the "Annual Meeting") on June 9, 2021, solely by
means of remote communication (i.e., a virtual-only stockholder meeting) in lieu
of an in-person meeting as a result of the COVID-19 pandemic at a time and
location determined and to be specified in the Company's definitive proxy
statement related to the Annual Meeting.
Under the rules of the U.S. Securities and Exchange Commission, the Company has
set April 12, 2021 as the deadline for submitting a shareholder proposal for
inclusion in the Company's proxy materials for the Annual Meeting pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended. Accordingly,
in order for a stockholder proposal to be considered for inclusion in the
Company's proxy materials for the Annual Meeting, the proposal must be received
by the Secretary of the Company at the Company's principal executive offices at
125 S. Wacker Drive, Suite 3150, Chicago, Illinois 60606, no later than the
close of business on such date, and comply with the procedures and requirements
set forth in Rule 14a-8.
In accordance with the advance notice requirements contained in the Bylaws of
the Company (the "Bylaws"), for director nominations or other business to be
brought before the Annual Meeting by a stockholder, other than Rule 14a-8
proposals described above, written notice to the Secretary of the Company must
be delivered to, or be mailed and received at, the principal executive offices
of the Company no later than the close of business on April 12, 2021. These
stockholder notices also must comply with the requirements of the Bylaws and
will not be effective otherwise.
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