UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described under Item 5.07 of this Current Report on Form 8-K (this “Form 8-K”), at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Rumble Inc. (the “Company”) that was held on June 14, 2024, upon the recommendation of the Board of Directors of the Company (the “Board”), the Company’s stockholders approved a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law (the “Officer Exculpation Amendment”). The Officer Exculpation Amendment was previously approved by the Board, subject to stockholder approval.
The Officer Exculpation Amendment is described in detail under “Proposal No. 4 — Vote to Approve a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Rumble Inc. to Limit the Liability of Certain Officers as Permitted by Delaware Law” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2024 (the “Proxy Statement”) in connection with the Annual Meeting.
The Officer Exculpation Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 14, 2024.
The foregoing description of the Officer Exculpation Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final results of each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below. Each such proposal is further described in the Proxy Statement.
Proposal 1. The Company’s stockholders elected the seven directors listed below to serve for one-year terms expiring at the Company’s 2025 annual meeting of stockholders or until their respective successors are duly elected and qualified by the votes indicated:
| Nominees | For | Against | Abstentions | Broker Non-Votes | ||||||||||||
| Chris Pavlovski | 1,242,778,717 | 714,449 | 182,558 | 40,768,468 | ||||||||||||
| Nancy Armstrong | 1,242,505,271 | 872,878 | 297,575 | 40,768,468 | ||||||||||||
| Robert Arsov(1) | 12,408,646 | 1,251,175 | 298,793 | 40,768,468 | ||||||||||||
| Paul Cappuccio | 1,243,117,037 | 270,558 | 288,129 | 40,768,468 | ||||||||||||
| Ethan Fallang | 1,242,485,289 | 835,886 | 354,549 | 40,768,468 | ||||||||||||
| Ryan Milnes | 1,243,096,843 | 284,002 | 294,879 | 40,768,468 | ||||||||||||
| David Sacks | 1,243,109,966 | 311,634 | 254,124 | 40,768,468 | ||||||||||||
| (1) | Mr. Arsov is a Class A Director, as defined in the Company’s Second Amended and Restated Certificate of Incorporation, and is elected solely by vote of the Company’s Class A Common Stock. |
Proposal 2. The Company’s stockholders approved the Rumble Inc. 2024 Employee Stock Purchase Plan by the votes indicated:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 1,242,060,068 | 1,374,094 | 241,562 | 40,768,468 | |||||||||||
Proposal 3. The Company’s stockholders ratified the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 by the votes indicated:
| For | Against | Abstentions | ||||||||
| 1,283,670,289 | 181,817 | 592,086 | ||||||||
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Proposal 4. The Company’s stockholders approved a certificate of amendment to the Second Amended and Restated Certificate of Incorporation of Rumble Inc. to limit the liability of certain officers as permitted by Delaware law by the votes indicated:
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 1,241,695,822 | 1,587,968 | 391,934 | 40,768,468 | |||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Rumble Inc., dated June 14, 2024 | |
| 10.1* | Rumble Inc. 2024 Employee Stock Purchase Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Indicates a management or compensatory plan. |
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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.
| Rumble Inc. | ||
| Date: June 18, 2024 | By: | /s/ Michael Ellis |
| Name: | Michael Ellis | |
| Title: | General Counsel and Corporate Secretary | |
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