Form 8-K - Current report

FALSE000159696100015969612024-06-042024-06-04

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 4, 2024

RumbleOn, Inc.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation)			001-38248 (Commission File Number)			46-3951329 (I.R.S. Employer Identification No.)
901 W. Walnut Hill Lane, Suite 110A
Irving, Texas						75038
(Address of principal executive offices)						(Zip Code)

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

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 B Common Stock, $0.001 par value			RMBL			The Nasdaq Stock Market LLC

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. ¨

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 4, 2024, RumbleOn, Inc. (the “Company”) held its 2024 annual meeting of shareholders (the “Meeting”) at a virtual meeting online live via audio webcast.

Each shareholder of Class A common stock was entitled to ten votes per share on each of the director nominees and on each other matter presented at the Meeting. Each shareholder of Class B common stock was entitled to one vote per share on each of the director nominees and on each other matter presented at the Meeting.

The results of the matters submitted to a vote of shareholders at the Meeting were as follows:

Proposal 1 - The nominees for election as directors to serve until the 2025 annual meeting of shareholders or until their successors are duly elected and qualified, were elected based on the following votes:

Nominee						Votes For						Votes Withheld						Broker Non-Votes
Mark Cohen						26,028,054						1,239,660						4,534,602
William Coulter						27,103,967						163,747						4,534,602
Michael Kennedy						27,044,858						222,856						4,534,602
Rebecca Polak						26,941,602						388,612						4,534,602
Steven Pully						26,928,680						401,534						4,534,602
Michael Quartieri						27,099,737						230,477						4,534,602
Mark Tkach						27,169,616						160,598						4,534,602

Proposal 2 - The proposal regarding the advisory vote to approve the compensation of the Company’s named executive officers was approved based on the following votes:

Votes For						Votes Against						Votes Abstaining						Broker Non-Votes
26,227,005						1,031,960						71,249						4,534,602

Proposal 3 - The proposal regarding the advisory vote to approve BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024 was approved based on the following votes:

Votes For						Votes Against						Votes Abstaining
31,633,398						187,974						43,444

No other matters were submitted to a vote of the Company’s shareholders at the Meeting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

			RUMBLEON, INC.
Date: June 5, 2024			By:			/s/ Brandy L. Treadway
						Brandy L. Treadway
						Chief Legal Officer

Cover	Jun. 04, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 04, 2024
Entity Registrant Name	RumbleOn, Inc.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-38248
Entity Tax Identification Number	46-3951329
Entity Address, Address Line Two	Suite 110A
Entity Address, Address Line One	901 W. Walnut Hill Lane,
Entity Address, City or Town	Irving,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75038
City Area Code	214
Local Phone Number	771-9952
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class B Common Stock, $0.001 par value
Trading Symbol	RMBL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001596961
Document Information [Line Items]
Document Period End Date	Jun. 04, 2024

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