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): June 25, 2018
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction
of
Incorporation)
|
001-38248
|
|
46-3951329
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
4521 Sharon Road, Suite 370
Charlotte, North Carolina
|
|
28211
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(704) 448-5240
(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:
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐
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. ☒
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing.
The
information in Item 5.07 below is incorporated into this Item 3.01
by reference.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
At the 2018 Annual Meeting of Stockholders of
RumbleOn, Inc. (the “Company”) held on June 25, 2018
(the “Annual Meeting”), the 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 12% of the Company’s issued and
outstanding shares of Class B Common Stock to 2,000,000 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 May 2018 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 15-21 of the Company’s
definitive proxy statement filed with the Securities and Exchange
Commission on May 25, 2018 (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.
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 six 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 six 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 six directors, each for a term expiring at the next
Annual Meeting or until their successors are duly elected and
qualified.
Class A Common Stock
|
Nominee
|
Votes For
|
Votes Against
|
Abstain
|
|
Marshall
Chesrown
|
1,000,000
|
0
|
0
|
|
Steven R.
Berrard
|
1,000,000
|
0
|
0
|
|
Denmar
Dixon
|
1,000,000
|
0
|
0
|
|
Richard A. Gray,
Jr.
|
1,000,000
|
0
|
0
|
|
Kartik
Kakarala
|
1,000,000
|
0
|
0
|
|
Kevin
Westfall
|
1,000,000
|
0
|
0
|
Class B Common Stock
|
Nominee
|
Votes For
|
Votes Against
|
Abstain
|
|
Marshall
Chesrown
|
9,210,839
|
0
|
98,738
|
|
Steven R.
Berrard
|
9,210,839
|
0
|
98,738
|
|
Denmar
Dixon
|
9,207,409
|
0
|
102,168
|
|
Richard A. Gray,
Jr.
|
9,228,487
|
0
|
81,090
|
|
Kartik
Kakarala
|
9,210,839
|
0
|
98,738
|
|
Kevin
Westfall
|
9,228,487
|
0
|
81,090
|
1
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
|
Abstain
|
|
1,000,000
|
0
|
0
|
Class B Common Stock
|
Votes For
|
Votes Against
|
Abstain
|
|
9,087,625
|
219,932
|
2,020
|
Proposal 3 – To approve an amendment to our Articles of
Incorporation to provide for “blank check” preferred
stock, which may be issued in one or more classes or series, with
such rights, preferences, privileges and restrictions as will be
fixed by our board of directors (“Certificate of
Amendment”).
Class A Common Stock
|
Votes For
|
Votes Against
|
Abstain
|
|
1,000,000
|
0
|
0
|
Class B Common Stock
|
Votes For
|
Votes Against
|
Abstain
|
|
8,902,319
|
407,238
|
20
|
A copy of the Certificate of Amendment is attached to this report
as Exhibit 3.1 and is incorporated herein by
reference.
Proposal 4 – Non-binding advisory approval of the compensation
of the Company’s named executive
officers.
Class A Common Stock
|
Votes For
|
Votes Against
|
Abstain
|
|
1,000,000
|
0
|
0
|
Class B Common Stock
|
Votes For
|
Votes Against
|
Abstain
|
|
9,108,826
|
198,647
|
2,104
|
There were no broker non-votes on any of the proposals presented at
the Annual Meeting.
As
disclosed in the Company's Proxy Statement, the Nominating and
Corporate Governance Committee did not nominate Mitch Pierce for
re-election at the Annual Meeting. As a result, following the
Annual Meeting, the Company has three independent members of the
six member board and no longer meets the
Nasdaq (as defined below) requirement to have a majority of independent directors on the board as set
forth in Nasdaq Listing Rule 5605.
On June 28, 2018,
the Company received a letter from the Nasdaq Stock Market LLC
(“Nasdaq”), which indicated this deficiency.
Consistent with Nasdaq Listing Rule 5605(b)(1)(A), Nasdaq has
provided the Company a cure period to regain compliance as follows:
(i) until the earlier of the Company’s next annual
shareholders’ meeting or June 25, 2019; or (ii) if the next
annual shareholders’ meeting is held before December 24,
2018, then the Company must evidence compliance no later than
December 24, 2018.
The
Company’s Nominating and Corporate Governance Committee and
Board of Directors are actively conducting a search for a new
independent director to fill the current vacancy on the Board, and
the Company intends to regain compliance with Nasdaq Listing Rule
5605 before the applicable deadline set by Nasdaq.
Item 9.01.
Financial Statements and
Exhibits.
(d)
Exhibits
2
|
Exhibit No.
|
Description
|
|
Certificate
of Amendment to Articles of Incorporation, filed on June 25,
2018.
|
|
|
Amendment
to the RumbleOn, Inc. 2017 Stock Incentive Plan. +
|
|
|
|
|
|
+
|
Management
Compensatory Plan
|
3
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.
|
|
RUMBLEON, INC.
|
|
|
|
|
|
|
|
|
Date:
June 28, 2018
|
By:
|
/s/ Steven R.
Berrard
|
|
|
|
|
Steven
R. Berrard
|
|
|
|
|
Chief
Financial Officer
|
|
4
