CLVR Clever Leaves

Filed: 30 Jun 21, 4:15pm



Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of report (Date of earliest event reported): June 29, 2021


Clever Leaves Holdings Inc.
(Exact name of registrant as specified in its charter)


British Columbia, Canada 001-39820 Not Applicable
(State or other jurisdiction
of incorporation)
 (Commission File Number) (I.R.S. Employer
Identification No.)


489 Fifth Avenue, 27th Floor

New York, New York

 (Address of principal executive offices) (Zip Code)


(646) 880-4382
(Registrant’s telephone number, including area code)


Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K 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
Common shares without par value CLVR The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one common share at an exercise price of $11.50 CLVRW 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  


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


On June 29, 2021, Clever Leaves Holdings, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”). The following is a brief description of each proposal voted upon at the Annual Meeting and the final voting results for each such proposal.


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 
Kyle Detwiler  11,894,805   95,012   3,429,350 
Andres Fajardo  11,813,407   176,410   3,429,350 
Etienne Deffarges  11,663,706   326,111   3,429,350 
Elisabeth DeMarse  11,667,456   322,361   3,429,350 
Gary M. Julien  11,579,794   410,023   3,429,350 


Proposal 2: Appointment of the Company’s Independent Registered Public Accounting Firm


The shareholders have appointed BDO Canada LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The results of the vote were as follows:


For  Against  Abstain  Broker
 15,378,636   23,143   17,388   0 







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/ David M. Kastin
  Name: David M. Kastin
  Title:General Counsel and Corporate Secretary


Date: June 30, 2021