Item 5.07 Submission of Matters to a Vote of Security Holders

Annual Meeting of Whole Earth Brands, Inc. Stockholders

On June 8, 2023, Whole Earth Brands, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") at which the stockholders voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2023, as supplemented by a proxy supplement filed with the Securities and Exchange Commission on May 24, 2023. As of April 11, 2023, the record date for the Annual Meeting, there were 42,376,436 shares of our common stock issued and outstanding. At the Annual Meeting, there were 37,880,641 shares of our common stock present in person or represented by proxy.

Set forth below are the final voting results from the Annual Meeting:

Proposal One: Election of directors





To elect seven Directors:



                                                                           Broker Non-
Name of Director Nominee       For            Against        Abstain          Votes
Irwin D. Simon               22,231,955       7,405,748       185,271          8,057,667
Michael E. Franklin          29,681,551          66,545        74,878          8,057,667
Anuraag Agarwal              25,622,563       4,078,494       121,917          8,057,667
Steven M. Cohen              25,049,193       4,735,678        38,103          8,057,667
Denise M. Faltischek         27,409,730       2,353,917        59,327          8,057,667
Michael F. Goss              29,662,603          62,568        97,803          8,057,667
Ira J. Lamel                 25,817,634       3,943,505        61,835          8,057,667

For Proposal One, each of the seven director nominees received a plurality of the votes cast at the Annual Meeting and, as a result, each was elected to serve until the next annual meeting of stockholders.

Proposal Two: Approval of the Whole Earth Brands, Inc. 2023 Employee Stock Purchase Plan (the "ESPP") and the authorization of the aggregate of 2,100,000 shares issuable under the ESPP





                                                                                     Broker Non-
             Proposal                     For           Against        Abstain          Votes
To approve the ESPP and authorize
an aggregate of 2,100,000 shares
issuable under the ESPP                 29,556,328        243,173         23,472        8,057,667

Proposal Two received an affirmative vote of the holders of a majority of the total number of shares of common stock represented at the Annual Meeting and entitled to vote on the proposal and, as a result, was approved.





Proposal Three: Ratification of appointment of independent registered public
accounting firm



                                                                                       Broker Non-
             Proposal                     For           Against        Abstain            Votes
To ratify the appointment of Ernst
& Young LLP as our independent
registered public accounting firm
for the fiscal year ending December
31, 2023                                37,497,570        125,217        257,854                   0

Proposal Three received an affirmative vote of the holders of a majority of the total number of shares of common stock represented at the Annual Meeting and entitled to vote on the proposal and, as a result, was approved.

Proposal Four: Approval of the Amended and Restated Whole Earth Brands, Inc. 2020 Long-Term Incentive Plan (the "Amended 2020 Plan") and the authorization of an increase of 4,000,000 shares issuable under the Amended 2020 Plan





                                                                                       Broker Non-
             Proposal                     For            Against         Abstain          Votes
To approve the Amended 2020 Plan
and authorize an increase of
4,000,000 shares issuable under the
Amended 2020 Plan                       21,598,597       5,592,937       2,631,440        8,057,667

Proposal Four received an affirmative vote of the holders of a majority of the total number of shares of common stock represented at the Annual Meeting and entitled to vote on the proposal and, as a result, was approved.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
Number    Description

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

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