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) November 18, 2021
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
| | | |
Nevada (State or other jurisdiction of incorporation) | 001-38248 (Commission File Number) | 46-3951329 (I.R.S. Employer Identification No.) |
| | | |
| 901 W. Walnut Hill Lane | | 75038 |
| Irving, Texas | | (Zip Code) |
| (Address of principal executive offices) | | |
Registrant’s telephone number, including area code (214) 771-9952
(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 |
| Common Stock, $0.001 par value | RMBL | The Nasdaq Stock Market LLC |
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 Vote of Security Holders.
The following matters were voted upon at the Annual Meeting of Stockholders of RumbleOn, Inc. (the “Company”) held on November 18, 2021 (the “Annual Meeting”). Each stockholder of Class A common stock was entitled to ten votes on each of the nine director nominees and ten votes on each matter properly presented at the Annual Meeting for each share of Class A common stock owned by that stockholder on the record date. Each stockholder of Class B common stock was entitled to one vote on each of the nine director nominees and one vote on each matter properly presented at the Annual Meeting for each share of Class B common stock owned by that stockholder on the record date.
Proposal 1 – Election of the nine directors, with the directors elected to Class I serving for a term until the 2022 Annual Meeting of Stockholders, the directors elected to Class II serving for a tern until the 2023 Annual Meeting of Stockholders, and the directors elected to Class III serving for a term until the 2024 Annual Meeting of Stockholders, or until their successors are duly elected and qualified.
Class A Common Stock
| Nominee | Votes For | Votes Against | Abstain |
| Sam Dantzler – Class I | 50,000 | 0 | 0 |
| Denmar Dixon – Class I | 50,000 | 0 | 0 |
| Peter Levy – Class I | 50,000 | 0 | 0 |
| Adam Alexander – Class II | 50,000 | 0 | 0 |
| Michael Marchlik – Class II | 50,000 | 0 | 0 |
| Mark Tkach – Class II | 50,000 | 0 | 0 |
| Marshall Chesrown – Class III | 50,000 | 0 | 0 |
| William Coulter – Class III | 50,000 | 0 | 0 |
| Kevin Westfall – Class III | 50,000 | 0 | 0 |
Class B Common Stock
| Nominee | Votes For | Votes Against | Abstain |
| Sam Dantzler – Class I | 10,298,994 | 0 | 33,186 |
| Denmar Dixon – Class I | 9,464,586 | 0 | 867,594 |
| Peter Levy – Class I | 10,165,536 | 0 | 166,644 |
| Adam Alexander – Class II | 10,258,543 | 0 | 73,637 |
| Michael Marchlik – Class II | 10,114,333 | 0 | 217,847 |
| Mark Tkach – Class II | 10,267,471 | 0 | 64,709 |
| Marshall Chesrown – Class III | 10,277,771 | 0 | 54,409 |
| William Coulter – Class III | 10,267,472 | 0 | 64,708 |
| Kevin Westfall – Class III | 10,244,654 | 0 | 87,526 |
There were no broker non-votes on this proposal.
Proposal 2 – Advisory approval of the Company’s executive compensation.
Class A Common Stock
| Votes For | Votes Against | Abstain |
| 50,000 | 0 | 0 |
Class B Common Stock
| Votes For | Votes Against | Abstain |
| 10,212,383 | 115,591 | 4,206 |
There were no broker non-votes on this proposal.
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.
| | RUMBLEON, INC. |
| | | |
| Date: November 18, 2021 | By: | /s/ Marshall Chesrown |
| | | Marshall Chesrown |
| | | Chief Executive Officer |
