Current Report Filing (8-k)
22 Junho 2023 - 5:02PM
Edgar (US Regulatory)
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2023-06-16
2023-06-16
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2023-06-16
2023-06-16
0001830081
RUM:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2023-06-16
2023-06-16
iso4217:USD
xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
June 16, 2023
Rumble Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-40079 |
|
85-1087461 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
444 Gulf of Mexico Dr
Longboat Key, FL 34228
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (941) 210-0196
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Class A common stock, par value $0.0001 per share |
|
RUM |
|
The Nasdaq Global Market |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
|
RUMBW |
|
The Nasdaq Global Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07 Submission of Matters to a Vote of
Security Holders.
Rumble Inc. (the “Company”)
held its 2023 Annual Meeting of Stockholders on June 16, 2023 (the “Annual Meeting”). The final results of each of the proposals
submitted to a vote of stockholders at the Annual Meeting are set forth below. Each such proposal is further described in the Company’s
Proxy Statement filed with the Securities and Exchange Commission on April 28, 2023.
Proposal 1. The Company’s stockholders elected
the six directors listed below to serve for one-year terms expiring at the Company’s 2024 annual meeting of stockholders or until
their respective successors are duly elected and qualified by the votes indicated:
Nominees |
|
For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
Chris Pavlovski |
|
1,291,967,371 |
|
- |
|
1,900,808 |
|
17,515,396 |
Paul Cappuccio |
|
1,292,846,433 |
|
- |
|
1,021,746 |
|
17,515,396 |
Ryan Milnes |
|
1,292,592,195 |
|
- |
|
1,275,984 |
|
17,515,396 |
Robert Arsov(1) |
|
40,662,364 |
|
- |
|
2,165,424 |
|
17,515,396 |
Nancy Armstrong |
|
1,292,755,389 |
|
- |
|
1,112,790 |
|
17,515,396 |
Ethan Fallang |
|
1,291,831,575 |
|
- |
|
2,036,603 |
|
17,515,396 |
| (1) | Mr. Arsov is a Class A Director, as defined in the Company’s Second Amended and Restated Certificate of Incorporation, and is
elected solely by vote of the Company’s Class A Common Stock. |
Proposal 2. The Company’s stockholders ratified
the selection of MNP LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2023 by the votes indicated:
For |
|
Against |
|
Abstentions |
1,310,581,648 |
|
225,073 |
|
576,854 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Rumble Inc. |
|
|
Date: June 22, 2023 |
By: |
/s/
Michael Ellis |
|
Name: |
Michael Ellis |
|
Title: |
General Counsel and Corporate Secretary |
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