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): May 20,
2019
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction of
Incorporation)
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001-38248
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46-3951329
|
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification No.)
|
|
1350
Lakeshore Drive
Suite
160
Coppell,
Texas
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75019
|
|
(Address
of Principal Executive Offices)
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(Zip
Code)
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(469) 250-1185
(Registrant’s Telephone Number, Including Area
Code)
(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)
☐
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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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.
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value
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RMBL
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The
Nasdaq Stock Market LLC
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Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
At
the 2019 Annual Meeting of Stockholders of RumbleOn, Inc. (the
“Company”) held on May 20, 2019 (the “Annual
Meeting”), stockholders of the Company approved an amendment
to the RumbleOn, Inc. 2017 Stock Incentive Plan (the
“Plan”) to increase the number of shares authorized for
issuance under the Plan from 2,000,000 shares of Class B Common
Stock to 4,000,000 shares of Class B Common Stock (the “Plan
Amendment”). The Plan Amendment was previously approved by
the Board of Directors of the Company (the “Board”) in
April 2019 subject to stockholder approval. The primary purpose of
the Plan is to attract, retain, reward and motivate certain
individuals by providing them with an opportunity to acquire or
increase a proprietary interest in the Company and to incentivize
them to expend maximum effort for the growth and success of the
Company, so as to strengthen the mutuality of the interests between
such individuals and the stockholders of the Company. The Plan is
administered by the Compensation Committee of the Board. The Plan
provides for the issuance of awards consisting of stock options,
stock appreciation rights, restricted stock, restricted stock
units, performance shares and performance units. Incentive stock
options may be granted under the Plan only to the Company’s
employees.
A
description of the material terms and conditions of the Plan
Amendment is set forth on pages 13-17 of the Company’s
definitive proxy statement filed with the Securities and Exchange
Commission on April 19, 2019 (the “Proxy Statement”),
and is incorporated herein by reference. The description of the
Plan Amendment incorporated herein by reference does not purport to
be complete and is qualified in its entirety by reference to the
full text of the Plan Amendment, attached to this report as Exhibit
10.1, and incorporated herein by reference.
Also, on May 20,
2019, the Board promoted Peter Levy as Chief Operating Officer
("COO") of the Company. From
November 2017 to present, Mr. Levy has served as our Senior Vice
President of Operations, overseeing the day-to-day inventory
logistics, auctions, dealer networks, and managing the teams
responsible for driving sales within the Company.
Mr.
Levy, 49, is a seasoned and highly
respected operating executive who has been involved in the
automotive industry for over 25 years. Mr. Levy also serves as Vice
President of Sales and Business Development of Integrated Auction
Solutions LLC since January 2011. Mr. Levy previously served as a
Business Development Partner of AWG Remarketing Whann Technology
from January 2011 to November 2017. Also, Mr. Levy’s
distinguished career includes multiple executive and management
level positions within the industry at companies such as
AutoNation, Automotive Remarketing Services, and Integrated Auction
Solutions LLC, all focusing on business development and creative
uses of technology to gain market share. Mr. Levy graduated from
Indiana University with a B.S. in Marketing and
Finance.
We
have not entered into an employment agreement with Mr. Levy.
Accordingly, he is employed as our COO on an at-will basis. Mr.
Levy’s annual salary is $240,000, which is paid in accordance
with our standard payroll practice. Mr. Levy is eligible for equity
compensation under our equity compensation plans, as determined
from time to time by the Compensation Committee of the
Board.
Mr.
Levy does not have any family relationship with any of the
Company’s executive officers or directors and is not a party
to any transaction with the Company that would be required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
On
May 22, 2019, the Company issued a press release announcing the
promotion of Peter Levy as COO. A copy of the press release
is attached to this report as Exhibit 99.1, and is incorporated
herein by reference.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
The
following matters were voted upon at the Annual Meeting. Each
stockholder of Class A Common Stock was entitled to ten votes on
each of the seven director nominees and ten votes on each other
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 seven director nominees and one vote on
each other 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 – The
election of seven directors, each for a term expiring at the next
Annual Meeting or until their successors are duly elected and
qualified.
Class A Common Stock
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Nominee
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Votes For
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Votes Against
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Abstain
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Marshall
Chesrown
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1,000,000
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0
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0
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Steven
R. Berrard
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1,000,000
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0
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0
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Denmar
Dixon
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1,000,000
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0
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0
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Richard
A. Gray, Jr.
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1,000,000
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0
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0
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Kartik
Kakarala
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1,000,000
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0
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0
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Joseph
E. Reece
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1,000,000
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0
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0
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Kevin
Westfall
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1,000,000
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0
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0
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Class B Common Stock
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Nominee
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Votes For
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Votes Against
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Abstain
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Marshall
Chesrown
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7,657,916
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0
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199,599
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Steven
R. Berrard
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7,699,007
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0
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158,508
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Denmar
Dixon
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7,671,645
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0
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185,870
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Richard
A. Gray, Jr.
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7,687,824
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0
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169,691
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Kartik
Kakarala
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7,690,786
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0
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166,729
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Joseph
E. Reece
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7,797,452
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0
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60,063
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Kevin
Westfall
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7,651,258
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0
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206,257
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Proposal 2 – To
approve an amendment to the Plan to increase the number of shares
of Class B Common Stock authorized for issuance under the
Plan.
Class A Common Stock
|
Votes For
|
Votes Against
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Abstain
|
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1,000,000
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0
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0
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Class B Common Stock
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Votes For
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Votes Against
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Abstain
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7,059,427
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749,197
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48,890
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Proposal 3 – Non-binding advisory approval of the compensation
of the Company’s named executive
officers.
Class A Common Stock
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Votes For
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Votes Against
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Abstain
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1,000,000
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0
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0
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Class B Common Stock
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Votes For
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Votes Against
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Abstain
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7,177,108
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626,605
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53,801
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There were no broker non-votes on any of the proposals presented at
the Annual Meeting.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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.
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RUMBLEON, INC.
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Date:
May 22, 2019
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By:
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/s/ Steven R.
Berrard
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Steven
R. Berrard
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Chief
Financial Officer
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