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 30,
2017
RumbleON, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction
of
Incorporation)
000-55182
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46-3951329
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4521 Sharon Road
Suite 370
Charlotte, North Carolina
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28211
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(Address of Principal Executive Offices)
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(Zip Code)
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(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:
☐
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐
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
5.02.
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
At the
2017 Annual Meeting of Stockholders of RumbleON, Inc. (the
“Company”) held on June 30, 2017, the stockholders of
the Company approved the RumbleON, Inc. 2017 Stock Incentive Plan
(the “Plan”) and ratified awards previously granted
under the Plan. The Board of Directors of the Company adopted the
Plan on January 9, 2017, 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 of Directors. 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. Twelve percent (12%) of
the Company’s issued and outstanding shares of Class B Common
Stock from time to time are reserved for issuance under the Plan.
As of June 30, 2017, 9,018,541 shares of Class B Common Stock
were issued and outstanding, resulting in up to 1,082,224 shares of
Class B Common Stock available for issuance under the Plan. The
foregoing description of the Plan does not purport to be complete
and is qualified in its entirety by the Plan included as Exhibit
10.1 to this report 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
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Votes For
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Votes Against
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Marshall
Chesrown
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1,000,000
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0
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Steven
R. Berrard
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1,000,000
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0
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Denmar
Dixon
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1,000,000
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0
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Kartik
Kakarala
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1,000,000
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0
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Mitch
Pierce
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1,000,000
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0
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Kevin
Westfall
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1,000,000
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0
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Class B
Common Stock
Nominee
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Votes For
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Votes Against
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Marshall
Chesrown
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7,480,492
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0
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Steven
R. Berrard
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7,480,492
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0
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Denmar
Dixon
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7,480,492
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0
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Kartik
Kakarala
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7,480,492
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0
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Mitch
Pierce
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7,480,492
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0
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Kevin
Westfall
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7,480,492
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0
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2
Proposal 2 – The approval of the Plan and ratification
of awards previously granted under the Plan.
Class A
Common Stock
Votes For
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Votes Against
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Abstain
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1,000,000
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0
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0
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Class B
Common Stock
Votes For
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Votes Against
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Abstain
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7,474,242
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0
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6,250
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Proposal 3 – Non-binding advisory approval of
the compensation of the Company’s named executive officers
(“Say on Pay”).
Class A
Common Stock
Votes For
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Votes Against
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Abstain
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1,000,000
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0
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0
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Class B
Common Stock
Votes For
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Votes Against
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Abstain
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7,480,492
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0
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0
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Proposal 4 – Non-binding advisory approval of the
frequency of future “Say on Pay” votes. At the Annual
Meeting, the highest number of votes cast was for holding such an
advisory vote every year. The Company has considered the
outcome of this advisory vote and has determined, as was
recommended by the Board of Directors of the Company in the proxy
statement for the Annual Meeting, that the Company will hold an
advisory vote every year on the compensation of the Company’s
named executive officers.
Class
A Common Stock
One Year
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Two Years
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Three Years
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Abstain
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1,000,000
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0
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0
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0
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Class B
Common Stock
One Year
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Two Years
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Three Years
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Abstain
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7,396,492
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0
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37,500
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46,500
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There
were no broker non-votes on any of the proposals presented at the
Annual Meeting.
3
Item 9.01.
Financial Statements and
Exhibits.
(d)
Exhibits
Exhibit No.
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Description
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10.1
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RumbleON,
Inc. 2017 Stock Incentive Plan (incorporated by reference to
Exhibit 10.1 in the Company’s Current Report on Form 8-K,
filed January 9, 2017).
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4
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.
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RumbleOn, INC.
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Date:
July 6, 2017
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By:
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/s/
Steven R. Berrard
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Steven
R. Berrard
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Chief
Financial Officer
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5
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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RumbleON,
Inc. 2017 Stock Incentive Plan (incorporated by reference to
Exhibit 10.1 in the Company’s Current Report on Form 8-K,
filed January 9, 2017).
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6