Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
(d) Election of Directors.
On September 18, 2020, the board of directors ("Board") of Whole Earth Brands,
Inc. (the "Company") increased the size of the Board from six members to seven
members and appointed Albert Manzone, the Company's current chief executive
officer, to fill the vacancy resulting from the increase in the size of the
There are no arrangements or understandings between Mr. Manzone and any other
person pursuant to which he was appointed as a director of the Company. The
Board does not presently intend to appoint Mr. Manzone to serve on any
committees of the Board. Mr. Manzone has no family relationship with any of the
Company's directors or executive officers, and he has no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K. As an employee of the Company, Mr. Manzone will not
receive any additional compensation or equity awards in connection with his
service on the Board.
Item 8.01 Other Events
On September 21, 2020, the Company issued a press release announcing the
appointment of Mr. Manzone as a director of the Board. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated by reference herein.
The information furnished in this Current Report on Form 8-K (including Exhibit
99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that Section, nor shall it be deemed to be incorporated by
reference into any filing of the Company under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release dated September 21, 2020.
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