Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Executive Officers
On September 23, 2021, the Board of Directors (the "Board") of RumbleOn, Inc.
(the "Company") appointed William Coulter as the Company's Executive Vice
Chairman.
Also, on September 23, 2021, the Board appointed Mark Tkach as Chief Operating
Officer of the Company, and Peter Levy, who previously served as Chief Operating
Officer of the Company, as President of the Company.
Biographical, executive compensation, and related party transactions with
respect to Messrs. Coulter and Tkach is set forth in Item 5.02 of the Company's
Current Report on Form 8-K, filed with the Securities and Exchange Commission
(the "SEC") on September 7, 2021, and incorporated herein by reference.
Biographical and executive compensation with respect to Mr. Levy is set forth in
Part III, Items 10 and 11 of the Company's Annual Report on Form 10-K for the
year ended December 31, 2020, as filed with the SEC on March 31, 2021, Item 5.02
of the Company's Current Report on Form 8-K, filed with the SEC on April 13,
2021, and Item 5.02 of the Company's Current Report on Form 8-K, filed with the
SEC on September 7, 2021, and incorporated herein by reference. There are no
related party transactions between the Company and Mr. Levy which would require
disclosure under Item 404 of Regulation S-K.
Item 5.08. Shareholder Director Nominations.
The Board has established that the Company's 2021 annual meeting of stockholders
(the "2021 Annual Meeting") will be held on Thursday, November 18, 2021.
Stockholders of record at the close of business on October 8, 2021 and only such
stockholders will be entitled to notice of and to vote at the 2021 Annual
Meeting. The time and location of the 2021 Annual Meeting will be as set forth
in the Company's definitive proxy statement for the 2021 Annual Meeting.
Because the date of the 2021 Annual Meeting differs by more than thirty days
from the anniversary date of the Company's 2020 annual meeting of stockholders,
which was held on August 25, 2020, the deadline for submission of any
stockholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the deadlines for any stockholder
to submit a nominee to serve as director or to submit a proposal to be
considered at the meeting or for inclusion in the Company's proxy materials
outside of Rule 14a-8, as set forth in the Company's 2020 proxy statement, filed
with the SEC on July 29, 2020 (the "2020 Proxy Statement"), no longer apply.
Pursuant to Rule 14a-5(f) of the Exchange Act, the Company is hereby providing
notice of the revised deadlines for such proposals by means of this report.
Stockholders of the Company who wish to have a proposal, including nominations
of persons for election of the Board, considered for inclusion in the Company's
proxy materials for the 2021 Annual Meeting must ensure that such proposal is
received by, on or before the close of business on September 29, 2021, which the
Company has determined to be a reasonable time before it expects to begin to
print and send its proxy materials. Any such proposal must also meet the
requirements set forth in the rules and regulations of the SEC to be eligible
for inclusion in the proxy materials for the 2021 Annual Meeting and any
director nomination must also meet the requirements set forth in the section
titled Stockholder Director Nominations in the 2020 Proxy Statement.
Proposals and notices must be in writing and received by the Company's
Secretary, Thomas Aucamp, addressed to: RumbleOn, Inc. Board of Directors, Attn:
Secretary, 901 W. Walnut Hill Lane, Irving, Texas 75038 and must also comply
with the requirements set forth in the rules and regulations of the Exchange
Act.
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