DEF: Rumble Inc. Sets Date for 2025 Annual Stockholders Meeting

Rumble Inc. will hold its 2025 Annual Meeting of Stockholders virtually on June 12, 2025, to elect directors and ratify the appointment of independent auditors.

Summary

• Rumble Inc. will hold its 2025 Annual Meeting of Stockholders virtually on June 12, 2025, at 10:00 a.m. Eastern Time.
• Stockholders of record as of April 17, 2025, are eligible to participate and vote.
• The meeting will include the election of seven directors for a term expiring at the 2026 Annual Meeting and the ratification of Moss Adams LLP as the independent auditors for the fiscal year ending December 31, 2025.
• Each share of Class A and Class C Common Stock is entitled to one vote, while each share of Class D Common Stock is entitled to 11.2663 votes.
• The Board of Directors recommends voting for the election of all director nominees and for the ratification of Moss Adams LLP.
• The proxy materials, including the Notice of Annual Meeting, Proxy Statement, and the 2024 Annual Report on Form 10-K, are available online at proxyvote.com.

Sentiment

Score: 7

Explanation: The document is a standard corporate communication, presenting necessary information for stockholders. The sentiment is neutral to positive, reflecting standard governance procedures and a recent significant investment.

Positives

• The virtual format of the Annual Meeting aims to reach a greater number of stockholders.
• Stockholders can submit questions in advance and during the meeting.
• The Board of Directors has a process for reviewing related person transactions to ensure fairness.
• The company has adopted a Code of Business Conduct and Ethics, applicable to all of its employees, executive officers and directors.

Negatives

• Chris Pavlovski owns approximately 83% of the outstanding voting power, on a fully diluted basis, for the election of directors.
• As a controlled company, Rumble is exempt from the requirement that a majority of the Board of Directors be independent.

Risks

• If stockholders fail to ratify the selection of Moss Adams LLP, the Audit Committee will reconsider whether or not to retain Moss Adams LLP.
• Depending on the company's public float as of June 30, 2025, it may become subject to the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2025, which would require it to incur significant additional costs and to re-assess its required audit services for the fiscal year ending December 31, 2025 with its independent registered public accounting firm.

Future Outlook

The document outlines the procedures and deadlines for stockholder proposals and director nominations for the 2026 Annual Meeting, indicating ongoing corporate governance activities.

Management Comments

• Chris Pavlovski, Chairman and CEO, invites stockholders to attend the Annual Meeting online and emphasizes the importance of their vote.

Industry Context

Proxy statements are standard documents for publicly traded companies, ensuring transparency and providing stockholders with the information needed to make informed decisions regarding company governance.

Comparison to Industry Standards

• The director independence standards are consistent with Nasdaq listing requirements, ensuring a level of oversight by independent directors.
• The compensation practices, including the use of compensation consultants and peer groups, align with common practices among publicly traded companies to ensure competitive and fair compensation.
• The related party transaction policy is in line with best practices for corporate governance, aiming to prevent conflicts of interest and ensure fair dealings.

Related Party Transactions

• Cosmic, controlled by Chris Pavlovski and Ryan Milnes, received approximately $3,382,267 and $2,849,600 in service fees from Rumble in fiscal years 2024 and 2023, respectively, for content editing and moderation services.
• On December 20, 2024, the Company entered into a Transaction Agreement with Tether, pursuant to which, subject to the terms and conditions of the Transaction Agreement, Tether agreed to make a strategic investment in the Company of $775 million, consisting of 103,333,333 newly issued shares of the Class A Common Stock at a price of $7.50 per share (the Investment).

Stakeholder Impact

• Shareholders are provided with the opportunity to vote on key decisions affecting the company's governance and direction.
• Employees may be impacted by changes in executive compensation and equity plans.
• The company's performance and governance decisions can affect its relationships with customers, suppliers, and creditors.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will announce preliminary voting results at the Annual Meeting and final results in a Form 8-K filing.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Director Election, Auditor Ratification, Corporate Governance, Rumble Inc.