Mark Tkach – Co-Founder of RideNow – Appointed
Interim CEO
RumbleOn and the Coulter-Tkach Group Reach
Resolution to End Proxy Contest
RumbleOn, Inc. (NASDAQ: RMBL) (“RumbleOn” or the “Company”), the
nation's first technology-based powersports platform, today
announced that the Board of Directors (“the Board”) has appointed
Mark Tkach, the Co-Founder of the RideNow powersports group,
acquired by RumbleOn in August of 2021, and a major shareholder, to
serve as the Interim Chief Executive Officer of the Company,
following the resignation of Marshall Chesrown from that role on
June 15, 2023. During Mr. Tkach’s interim service, the Board’s
Executive Transition Committee will continue its efforts to
identify a permanent CEO.
“We thank Mr. Tkach for his willingness to assist during this
time of transition and are confident that his deep knowledge and
experience in the powersports industry will provide enhanced
opportunities for operational excellence as the Company works to
identify a permanent successor,” said Steve Pully, Chairman of the
RumbleOn Board of Directors.
In addition, the Company announced that it has reached an
agreement in principle that will be memorialized in a definitive
agreement with the Coulter-Tkach Group to resolve all outstanding
proxy matters currently subject to contest at the Annual Meeting of
Shareholders, scheduled for July 14, 2023. The Company and Messrs.
Coulter and Tkach have agreed to end the proxy contest on the
following terms:
- The Board will expand temporarily from
seven to nine members to allow Melvin Flanigan and Mark Tkach to
immediately join the Board.
- Steve Pully is named Chairman of the
Board.
- Mr. Coulter named as a Board observer until
his election at 2023 Annual Meeting, with access to all Board
activities and access to books and records.
- Reorganization of Board Committees,
including:
- Nominating and Corporate Governance: Shin Lee (Chair), Becca
Polak Melvin Flanigan
- Audit: Melvin Flanigan (Chair), Steve Pully, Kevin
Westfall
- Compensation: Becca Polak (Chair), Melvin Flanigan, Steve
Pully
- CEO Transition: Mark Tkach (Chair), Shin Lee, Becca Polak,
Steve Pully, Kevin Westfall, William Coulter (non-voting until such
time he is appointed/elected to Board)
- The Coulter-Tkach group and all of the
participants in their proxy statement will withdraw all existing
nominations and proposals in connection with the 2023 Annual
Meeting.
- For a period of 90 days from the date of
the agreement in principle, the Stockholders agree to vote as
recommended by the Board at any annual or special meeting of the
Company’s stockholders, and to refrain from calling any special
meetings of the Company’s stockholders, granting or soliciting
proxies (other than to named proxies included in the Company’s
proxy card for any stockholder meeting), or making any nominations
or proposals at any annual or special meetings of stockholders.
About Mark Tkach
Mr. Tkach currently serves as a consultant for Coulter
Management Group, LLLP, a business that manages auto dealerships
and investments in real estate. Mr. Tkach previously served as a
Director and as an executive officer of the Company from August
2021 until February 2022. Prior to joining the Company, Mr. Tkach
served as a co-founder of RideNow and oversaw its strategic growth
from 1989 until it was acquired by the Company in August of 2021.
Mr. Tkach has over 40 years of experience in all aspects of
powersports operations.
About Melvin Flanigan
Mr. Flanigan most recently served as an advisor for Camping
World Holdings, Inc., a leading retailer of RVs and outdoor
products and services in the United States, from July 2020, until
his retirement in December 2020. He previously served as Chief
Financial Officer and Corporate Secretary of Camping World
Holdings, Inc. from January 2019 to June 2020, during which time he
oversaw a significant turn-around in corporate and functional
communication, structure, and performance. Prior to joining Camping
World, Mr. Flanigan served briefly as Chief Financial Officer of I
am Plus LLC from June 2018 to July 2018. Before that, Mr. Flanigan
served as the Executive Vice President, Finance and Chief Financial
Officer of DTS Inc., a company specializing in high-definition and
wireless audio from September 2003 to December 2016. During that
time, Mr. Flanigan also served as a member of DTS, Inc.’s operating
subsidiary boards. At DTS Inc., Mr. Flanigan helped transform a
small startup company into an industry leader that was ultimately
acquired for nearly $1 billion. Form March 1996 to July 1999, Mr.
Flanigan served as Chief Financial Officers and Vice President,
Operations at SensArray Corporation, a supplier of thermal
measurement products for semiconductor, LCD, and memory-disk
fabrication processes.
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 Current Report on Form 8-K, and the documents incorporated
by reference in this Current Report on Form 8-K, 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 Current Report on Form 8-K and speak only as of the date of
this Current Report on Form 8-K. 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 (the “SEC”), as 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 (the “Annual Meeting”). 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230616377215/en/
Investor Inquiries: Dawn Francfort ICR, Inc.
investors@rumbleon.com
Will Newell investors@rumbleon.com
RumbleOn (NASDAQ:RMBL)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024
RumbleOn (NASDAQ:RMBL)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024