Current Report Filing (8-k)

 

 

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 16, 2023

 

Rumble Inc.
(Exact name of registrant as specified in its charter)

 

Delaware		001-40079		85-1087461
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

444 Gulf of Mexico Dr

Longboat Key, FL 34228

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: [phone]

 

 

(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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		RUM		The Nasdaq Global Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share		RUMBW		The Nasdaq Global Market

 

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).

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

Rumble Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders on June 16, 2023 (the “Annual Meeting”). 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 Company’s Proxy Statement filed with the Securities and Exchange Commission on April 28, 2023.

 

Proposal 1. The Company’s stockholders elected the six directors listed below to serve for one-year terms expiring at the Company’s 2024 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		1,291,967,371		-		1,900,808		17,515,396
Paul Cappuccio		1,292,846,433		-		1,021,746		17,515,396
Ryan Milnes		1,292,592,195		-		1,275,984		17,515,396
Robert Arsov(1)		40,662,364		-		2,165,424		17,515,396
Nancy Armstrong		1,292,755,389		-		1,112,790		17,515,396
Ethan Fallang		1,291,831,575		-		2,036,603		17,515,396

 

(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 ratified the selection of MNP LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 by the votes indicated:

 

For		Against		Abstentions
1,310,581,648		225,073		576,854

 

1

 

 

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 22, 2023	By:	/s/ Michael Ellis
	Name:	Michael Ellis
	Title:	General Counsel and Corporate Secretary

 

 

2