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, on June 1, 2023, at the 2023 Annual Meeting of Stockholders (the "2023 Annual Meeting") of CV Sciences, Inc. (the "Company"), the Company's stockholders approved the adoption of the Company's new 2023 Equity Incentive Plan (the "2023 Plan"). The 2023 Plan replaces the Company's 2013 Equity Incentive Plan. The 2023 Plan was previously approved, subject to stockholder approval, by the Board of Directors of the Company on March 15, 2023.

Additional information regarding the 2023 Plan, including a summary of the material terms of the 2023 Plan, is set forth in the Company's Definitive Proxy Statement on Schedule 14A (the "Proxy Statement") filed by the Company with the Securities and Exchange Commission on April 11, 2023, which information is incorporated herein by reference. Such information and the foregoing description of the 2023 Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Company's 2023 Equity Incentive Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Additionally, the information contained in the section of Item 5.07 entitled "Proposal 1 - Election of Directors," below, is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 1, 2023, the Company held the 2023 Annual Meeting in a virtual format. At the close of business on April 3, 2023, the record date for the 2023 Annual Meeting, there were 152,104,789 shares of common stock issued and outstanding, which constituted all of the outstanding capital stock of the Company.

At the 2023 Annual Meeting, 76,611,221 of the 152,104,789 outstanding shares of common stock entitled to vote, or approximately 50.4%, were represented by proxy at the meeting, and, therefore, a quorum was present. The proposals voted on at the 2023 Annual Meeting are more fully described in Proxy Statement, which is incorporated herein by reference.

The final voting results on the proposals presented for stockholder approval at the 2023 Annual Meeting were as follows:

Proposal 1 - Election of Directors



The Company's stockholders elected three directors, each to serve until the
Company's next Annual Meeting of Stockholders or until his successor is duly
elected and qualified, subject to prior death, resignation or removal, as set
forth below:

        NAME              FOR         AGAINST     ABSTAIN    BROKER NON-VOTE
Dr. Jamie Corroon      17,117,863    3,859,102    342,262      55,291,994
Joseph Dowling         13,728,267    7,320,184    270,776      55,291,994
Bill McCorkle          17,033,619    3,983,256    302,352      55,291,994

Proposal 2 - Ratification of Selection of Independent Registered Public Accounting Firm

The Company's stockholders ratified Haskell & White LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023, as set forth below:



     FOR         AGAINST     ABSTAIN    BROKER NON-VOTE
  74,668,174    1,189,598    753,449           -



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Proposal 3 - Adoption of our 2023 Plan



The Company's stockholders approved the Company's proposal to adopt its new 2023
Plan, as set forth below:

     FOR         AGAINST     ABSTAIN    BROKER NON-VOTE
  11,696,309    8,629,350    993,568      55,291,994

Proposal 4 - Advisory Vote to Approve Named Executive Officer Compensation

The Company's stockholders approved, on a non-binding advisory basis, the Company's named executive officer compensation, as set forth below:

FOR AGAINST ABSTAIN BROKER NON-VOTE

11,799,157 8,680,135 839,935 55,291,994

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 CV Sciences, I nc. 2023 Equity Incentive Plan.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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