RumbleOn Files Preliminary Proxy Statement as Board Continues to Seek Agreement with Dissident Stockholders to Avert a Costly Proxy Contest
26 Maio 2023 - 1:28PM
Business Wire
Proxy Statement Details Extensive Efforts to
Refresh Board and Enhance Corporate Governance
RumbleOn, Inc. (NASDAQ: RMBL) (“RumbleOn” or the “Company”), the
nation's first technology-based powersports platform, today
announced that it has filed its preliminary proxy statement with
the U.S. Securities and Exchange Commission (“SEC”) in connection
with its 2023 Annual Meeting of Stockholders (the “Annual Meeting”)
to be held July 14, 2023.
The filing comes as the Board continues to seek an agreement in
principle with two dissident stockholders and former directors,
Bill Coulter and Mark Tkach, regarding a mutually agreeable
settlement around certain governance changes at the company. The
Company has filed the proxy statement in accordance with legal
obligations, but has not closed the door on a potential settlement
that is in the best interests of all stockholders before the Annual
Meeting. The preliminary proxy statement filing details, among
other things, the Company’s extensive efforts to refresh its Board
of Directors (the “Board”) with new independent directors, enhance
its corporate governance and leadership team, and reach an
agreement with the two shareholders.
“The Board continues to focus exclusively on the best interests
of all stockholders, and we are hopeful we can achieve a mutually
acceptable agreement with Messrs. Coulter and Tkach prior to our
Annual Meeting,” said Kevin Westfall, independent Board Chairman.
“In the meantime, we encourage all stockholders to read the proxy
statement to understand the extensive and thorough process our
Board has undertaken to improve governance at the Company and
enhance stockholder value.”
Among the key governance changes and steps to refresh the Board
with qualified, diverse, and independent candidates include:
- Separating the Chairman and CEO roles
- Appointing a new independent Chairman
- Adding Becca Polak as a new independent, qualified, and diverse
director
- Removing a director and executive officer
- Replacing that director with Steven Pully, a nominee
recommended by the dissidents
- Recommending all stockholders vote for Mr. Coulter and Melvin
Flanigan, a candidate also recommended by the dissidents, for
election to the Board at the Annual Meeting
Stockholders of record as of the close of business on May 26,
2023, will be eligible to vote at the upcoming Annual Meeting.
About RumbleOn
RumbleOn is the nation's first technology-based powersports
platform. Headquartered in the Dallas Metroplex, RumbleOn provides
the only technology-led platform in powersports with a broad
footprint of physical locations, full-line manufacturer
representation and high-quality used inventory to transform the
entire customer experience. Our goal is to integrate the best of
both the physical and digital and make the transition between the
two seamless. To learn more please visit us online at
https://www.rumbleon.com.
Forward Looking Statements
This press release may contain "forward-looking statements" as
that term is defined under the Private Securities Litigation Reform
Act of 1995. Readers are cautioned not to place undue reliance on
these forward-looking statements, which are based on our
expectations as of the date of this press release and speak only as
of the date of this press release. Readers are further advised to
consider the factors listed under the headings "Forward-Looking
Statements" and "Risk Factors" in the Company's filings with the
Securities and Exchange Commission, as they may be updated and
amended from time to time. We undertake no obligation to publicly
update or revise any forward-looking statements whether as a result
of new information, future events, or otherwise, except as required
by law.
Important Information
RumbleOn has filed a preliminary proxy statement with the SEC in
connection with the solicitation of proxies for the 2023 Annual
Meeting of Stockholders. Any definitive proxy statement and a proxy
card will be mailed to RumbleOn’s shareholders. RUMBLEON
SHAREHOLDERS ARE URGED TO READ ANY PROXY STATEMENT AND OTHER
RELEVANT MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. These and other SEC filings
made by RumbleOn may be obtained (when available) without charge at
the SEC’s website at www.sec.gov and at the investor relations
section of RumbleOn’s website at www.rumbleon.com. In addition,
investors and security holders will be able to obtain free copies
of these documents from RumbleOn by directing a request to Investor
Relations, RumbleOn, Inc., 901 W. Walnut Hill Lane, Irving, Texas
75038.
Certain Information Concerning Participants
RumbleOn and certain of its directors and executive officers may
be deemed to be participants in the solicitation of proxies under
the rules of the SEC. RumbleOn's stockholders may obtain
information regarding the names, affiliations and interests of
RumbleOn's directors and executive officers in RumbleOn's Annual
Report on Form 10-K for the year ended December 31, 2022, which was
filed with the SEC on March 16, 2023 (as amended by Form 10-K/A,
which was filed with the SEC on April 28, 2023). These documents
can be obtained free of charge from the sources indicated above.
Additional information regarding the interests of these
participants in any proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will also be included in the definitive proxy statement to be filed
by RumbleOn with the SEC in connection with the Annual Meeting when
it becomes available.
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version on businesswire.com: https://www.businesswire.com/news/home/20230526005267/en/
Investor Inquiries: Dawn Francfort ICR, Inc.
investors@rumbleon.com
Will Newell investors@rumbleon.com
Media Inquiries: Sydney Isaacs
Sydney.Isaacs@h-advisors.global
Tom Johnson Tom.Johnson@h-advisors.global
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