DEF: RumbleOn Seeks Shareholder Approval for Director Elections, Stock Plan Amendment, Executive Pay, and Auditor Ratification at 2025 Annual Meeting

RumbleOn is holding its 2025 Annual Meeting of Shareholders virtually on June 4, 2025, to vote on key proposals including director elections, a stock incentive plan amendment, executive compensation, and auditor ratification.

Summary

• RumbleOn, Inc. will hold its 2025 Annual Meeting of Shareholders virtually on June 4, 2025, at 8:00 a.m. Central Time.
• Shareholders will vote on the election of seven directors, an amendment to the 2017 Stock Incentive Plan, advisory approval of executive compensation (Say on Pay), and ratification of BDO USA, P.C. as the independent auditor for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting FOR all proposals.
• The record date for determining shareholders eligible to vote is April 8, 2025.
• The proxy materials are being distributed to shareholders on or about April 23, 2025.
• The proposed amendment to the 2017 Stock Incentive Plan includes increasing the number of Class B common stock shares authorized for issuance by 2,500,000 shares, eliminating annual grant limits, adding an evergreen provision for up to 5% annual share increases, and allowing re-use of shares underlying unissued awards.

Sentiment

Score: 7

Explanation: The document is primarily informational, outlining the proposals for the annual meeting. The tone is professional and forward-looking, with a focus on growth and shareholder value. However, there are some negative aspects, such as the termination of executive employment and an impairment charge, which temper the overall sentiment.

Positives

• The company is committed to sound corporate governance principles and practices.
• The virtual format of the Annual Meeting enables greater shareholder access, attendance, and participation.
• The Board is actively involved in the oversight and management of risks that could affect the Company.
• The company has adopted a compensation clawback policy regarding the mandatory recovery of certain forms of executive compensation in the case of accounting restatements.
• The company has adopted an Insider Trading Policy to promote compliance with insider trading laws.

Negatives

• The company terminated the employment of Tiffany Kice and Brandy Treadway without cause on April 2, 2025.
• The company's former CEO, Michael Kennedy, had his employment terminated on January 13, 2025, and his option awards were forfeited.
• The company incurred a $2.6 million impairment charge upon termination of the Bidpath software license agreement.

Risks

• The Proxy Statement contains forward-looking statements that are subject to risks and uncertainties.
• The company's future events may differ materially from expectations due to various factors outlined in the company's Annual Report on Form 10-K.
• The company's success depends on attracting, retaining, rewarding and motivating certain individuals.
• The company is subject to risks associated with related party transactions.

Future Outlook

The CEO is focused on instilling a high-performance, winning culture and building a strong foundation for growth, with opportunities to enhance revenue, streamline costs, and standardize systems in 2025 and beyond, expecting to accelerate growth via acquisitions and organic avenues, focusing on free cash flow per share.

Management Comments

• I am focused on instilling a high performance, winning culture and building a strong foundation for growth.
• I believe there are immediate opportunities to enhance revenue, streamline our cost structure and further standardize our systems and processes in 2025 and beyond.
• Over time, I expect to accelerate our growth, both via acquisitions and organic avenues, with a continual focus on driving free cash flow per share.

Industry Context

The document does not provide enough information to assess the announcement's relation to broader industry trends or competitors.

Management Changes

Corporate Governance

Related Party Transactions

• The company sold a dealership property to an entity controlled by William Coulter and Mark Tkach for $4.0 million and leased it back.
• The company issued shares to Stone House under a Support and Standby Purchase Agreement.
• The company entered into a floor plan facility agreement with William Coulter, Mark Tkach, and RideNow Management LLLP.
• The company leases dealership and office properties from entities controlled by William Coulter and/or Mark Tkach.
• Mark Tkach has two immediate family members employed by the company: Cameron Tkach and Samantha Tkach.

Stakeholder Impact

• Shareholders will have the opportunity to vote on key proposals that will impact the company's governance and executive compensation.
• Executive officers may be impacted by changes to the stock incentive plan and executive compensation arrangements.
• Employees may be impacted by changes to the stock incentive plan.
• The company's relationships with related parties may impact suppliers and creditors.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The Board will consider the outcome of the Say on Pay vote when considering future executive compensation arrangements.
• The Audit Committee may reconsider the selection of BDO if shareholders fail to ratify the appointment.
• The Board will review its committee memberships and Chair assignments following the Annual Meeting.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Director Election, Stock Incentive Plan, Executive Compensation, Say on Pay, Auditor Ratification, Corporate Governance, Related Party Transactions, RumbleOn