DEF 14A: American Rebel Holdings Sets Date for Annual Stockholders Meeting, Board Recommends Director Elections and Auditor Ratification

American Rebel Holdings, Inc. will hold its annual meeting of stockholders on June 27, 2024, to elect directors and ratify the appointment of GBQ Partners LLC as independent auditors.

Summary

• American Rebel Holdings, Inc. will hold its annual meeting of stockholders on June 27, 2024, in Lenexa, Kansas.
• Stockholders will vote on the election of five directors: Charles A. Ross, Jr., Corey Lambrecht, Larry Sinks, Michael Dean Smith, and C. Stephen Cochennet.
• The board of directors recommends voting for all director nominees.
• Stockholders will also vote to ratify the appointment of GBQ Partners LLC as the company's independent auditors for the next year.
• The board of directors recommends voting for the ratification of GBQ as auditors.
• The record date for determining stockholders eligible to vote is May 28, 2024.
• As of the record date, there were 5,947,643 shares of common stock outstanding and entitled to vote.
• Each share of common stock is entitled to one vote.
• The proxy statement and enclosed form of proxy were first sent to stockholders on or about June 6, 2024.
• The presence of a majority of the voting power of American Rebel's stock constitutes a quorum.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, outlining the details of the upcoming annual meeting and the matters to be voted on. While the change in auditors introduces a slight negative element, the overall tone is neutral and focused on compliance and governance.

Positives

• The board of directors is actively engaged in corporate governance, with established committees for audit, compensation, nominating and corporate governance, and mergers and acquisitions.
• The board includes independent directors, ensuring oversight and accountability.
• Stockholders have the opportunity to communicate with the board.
• The company provides a Code of Business Conduct and Ethics for its directors, officers, and employees.
• The company is taking steps to ensure compliance with SEC regulations and good corporate practices by seeking stockholder ratification of the auditor appointment.

Negatives

• BF Borgers CPA PC was dismissed as the independent registered public accounting firm due to an SEC order barring the firm and its sole audit partner from practicing before the SEC.
• The company's reliance on related-party transactions, negotiated without arms-length bargaining, could raise concerns about potential conflicts of interest.
• The significant voting power held by a few key executives (Ross, Grau, and Lambrecht) through Series A Preferred stock could limit the influence of other shareholders.
• The company recognized a gain on settlement of debt through the issuance of common stock to its independent directors, which may indicate financial challenges or restructuring efforts.

Risks

• The company's reliance on related-party transactions could lead to potential conflicts of interest and less favorable terms.
• The concentration of voting power in the hands of a few executives could reduce the influence of minority shareholders.
• The dismissal of BF Borgers and engagement of a new auditor (GBQ Partners LLC) may require additional scrutiny and could potentially uncover previously unidentified issues.
• The company's forward-looking statements are subject to risks, uncertainties, and assumptions that could cause actual results to differ materially.
• The potential for significant equity compensation expenses related to the Series A Preferred Stock upon conversion into common stock could impact the company's financial performance.

Future Outlook

The document includes forward-looking statements regarding the company's expectations, projects, beliefs, and estimates, but cautions that these statements are not guarantees of future performance and involve risks, uncertainties, and assumptions.

Management Comments

• American Rebel urges you to please vote your shares at your earliest convenience.
• American Rebel cautions you that these statements are not guarantees of future performance and involve risks, uncertainties and assumptions that it cannot predict.

Industry Context

This announcement is a routine part of corporate governance, ensuring that shareholders have the opportunity to vote on key decisions such as the election of directors and the appointment of auditors. The change in auditors due to regulatory issues highlights the importance of compliance and oversight in the accounting profession.

Comparison to Industry Standards

• The structure of American Rebel's board, with established committees and independent directors, aligns with standard corporate governance practices seen in publicly traded companies.
• The compensation arrangements for executive officers, including base salaries, bonuses, and equity awards, are typical components of executive compensation packages in similar-sized companies.
• The disclosure of related-party transactions is a standard requirement for publicly traded companies to ensure transparency and prevent conflicts of interest.
• The process of seeking shareholder ratification of the auditor appointment is a common practice to promote good corporate governance and accountability.

Management Changes

Corporate Governance

Legal Proceedings

• BF Borgers CPA PC was dismissed as the independent registered public accounting firm due to an SEC order barring the firm and its sole audit partner from practicing before the SEC.

Related Party Transactions

• The company leases multiple facilities from UtahTennessee Holding Company, LLC and Champion Holdings, LLC, two companies owned by former Champion Entities founder and Chief Executive Officer Mr. Crosby.
• Charles A. Ross, Jr., Doug Grau, and Corey Lambrecht received shares of common stock and Series A Preferred stock pursuant to employment agreements and long-term incentive plans.
• Independent directors received shares of common stock for their services.

Stakeholder Impact

• Shareholders are asked to vote on key decisions regarding the election of directors and the ratification of auditors.
• Employees are affected by executive compensation plans and employment agreements.
• The company's financial performance and governance practices impact its reputation and relationships with customers, suppliers, and creditors.

Next Steps

• Stockholders are urged to vote their shares prior to June 21, 2024.
• The annual meeting will be held on June 27, 2024, where the election of directors and ratification of auditors will take place.
• The board will continue to oversee risk management and corporate governance practices.
• The company will continue to monitor and disclose related-party transactions.

Key Dates

Keywords

stockholders meeting, proxy statement, board of directors, director election, auditor ratification, corporate governance, executive compensation, related party transactions, voting rights, independent directors