Attached files
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| EX-99.1 - PRESS RELEASE - RumbleOn, Inc. | rmbl_ex991.htm |
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): July 15,
2020
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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001-38248
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46-3951329
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(State
or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S.
Employer Identification
No.)
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901
W. Walnut Hill Lane
Irving, Texas
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75038
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(Address of Principal Executive
Offices)
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(Zip
Code)
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(469) 250-1185
(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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name
of each exchange on which registered
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Class B
Common Stock, $0.001 par value
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RMBL
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The
Nasdaq Stock Market LLC
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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 (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
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
Director Appointment
On July
15, 2020, the Board of Directors (“Board”) of RumbleOn,
Inc. (the “Company”) appointed Adam Alexander a
director of the Company effective July 15, 2020. Also, effective
July 15, 2020, Kartik Kakarala resigned as a director.
Mr.
Alexander, 48, co-founded CA Global Partners, a full-service
auction and liquidation company in 1997. Since 2010, CA Global
Partners has expanded globally managing hundreds of auction and
liquidation projects in UK, Europe, Asia, Australia, Africa as well
as all across North America. Mr. Alexander attended Pepperdine
University where he received a BS in Business Management, and
subsequently received an MBA in Global Business which was jointly
conferred by NYU Stern, HEC School of Management in Paris, and the
London School of Economics and Political Science. There are no transactions between Mr. Alexander
and the Company that would be reportable under Item 404(a) of
Regulation S-K.
In
connection with Mr. Alexander’s appointment, the Compensation
Committee of the Board (the “Committee”) granted Mr.
Alexander restricted stock units (“RSUs”) in the amount
of $150,000 pursuant to the Company’s 2017 Stock Incentive
Plan, as amended (the “Plan”).
A copy
of the press release announcing Mr. Alexander’s appointment
to the Board is attached hereto as Exhibit 99.1 to this Current
Report and incorporated herein by reference.
Executive Officer and Director Compensation
On July
15, 2020, the Committee approved the 2020 cash bonus incentive
plan. The Committee established a target bonus ranging from
approximately 70% to 115% of base salary for each executive officer
with a payout based on achievement of specific financial and
operational performance objectives. The current base salaries for
the executive officers are as follows: Marshall Chesrown -
$360,000; Steven Berrard - $360,000; and Peter Levy -
$300,000.
Also,
on July 15, 2020, the Committee approved grants of restricted stock
units (“RSUs”) pursuant to the Plan for each executive
officer as follows: Mr. Chesrown – 19,544 RSUs; Mr. Berrard
– 19,544 RSUs; and Mr. Levy – 16,287 RSUs. These RSUs
vest (i) 20.0% on the thirteenth month after the grant date,
(ii) an additional 30.0% during the subsequent twelve months
of the initial vesting, and (iii) the final 50.0% during the
following twelve months.
Also,
on July 15, 2020, the Committee approved grants of RSUs pursuant to
the Plan for each executive officer as follows: Mr. Chesrown
– 66,668 RSUs; Mr. Berrard – 66, 666 RSUs; and Mr. Levy
– 66,666 RSUs. These RSUs vest as follows: one third shall
vest on the first trading day after the Company’s Class B
Common Stock closes at a stock price of $50 per share or greater
for 30 consecutive trading days; one third shall vest on the first
trading day after the Company’s Class B Common Stock closes
at a stock price of $100 per share or greater for 30 consecutive
trading days; and one third shall vest on the first trading day
after the Company’s Class B Common stock closes at a stock
price of $200 per share or greater for 30 consecutive trading days.
These RSUs have a term of 30 months.
Also,
on July 15, 2020, the Committee approved the annual compensation
for the Company’s non-employee directors of $150,000 of RSUs
to be granted upon a director’s initial appointment or
election to the Board of Directors and thereafter at the beginning
of each calendar year. These RSUs vest quarterly, and are subject
to prorata vesting if a director leaves the Board of Directors
before the end of each quarterly vesting period. On July 15, 2020,
the Committee approved the 2020 calendar year grants of RSUs for
each non-employee directors in the amount of $150,000, except
Messrs. Alexander and Marchlik received grants of RSUs in the
amount of $62,500 and $100,000, respectively.
The
RSUs granted on July 15, 2020 to the Company’s executive
officers and non-employee directors are subject to stockholder
approval at the Company’s 2020 Annual Meeting of
Stockholders.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Exhibit
Description
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RumbleOn,
Inc. Press Release dated July 21, 2020
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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.
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RUMBLEON, INC.
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Date:
July 21, 2020
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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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