RideNow Group, Inc 8-K, filed Jun 16, 2023
RideNow Group, Inc. (RDNW)
About this 8-K
RideNow Group, Inc filed this 8-K on June 16, 2023, reporting on events of June 15, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
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Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
The disclosure included in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Settlement of Proxy Contest
On June 15, 2023, RumbleOn, Inc. (the “Company” or “RumbleOn”) entered into a binding term sheet (the “Proxy Term Sheet”) with William Coulter and Mark Tkach (the “Stockholders”) relating to the settlement of all outstanding matters currently subject to a proxy contest at the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”). The management and director changes and other matters set forth below are pursuant to the terms of the Proxy Term Sheet.
The following description of the Proxy Term Sheet is qualified in its entirety by reference to the full text of the Proxy Term Sheet, which is attached to this report as Exhibit 10.1 and incorporated herein by reference.
Appointment of Interim Chief Executive Officer
On June 16, 2023, the Board of Directors (the “Board”) of the Company appointed Mr. Tkach as the Company’s Interim Chief Executive Officer.
Mr. Tkach, 66, currently serves as a consultant for Coulter Management Group, LLLP, a business that manages auto dealerships and investments in real estate. Mr. Tkach previously served as a director and as an executive officer of the Company from August 2021 until February 2022. Before joining the Company, Mr. Tkach served as a co-founder of RideNow and oversaw its strategic growth from 1989 until it was acquired by the Company in August of 2021. Mr. Tkach has over 40 years of experience in powersports operations.
There are no family relationships between Mr. Tkach and any Company director or executive officer, and Mr. Tkach was selected as a director pursuant to the Proxy Term Sheet. Related party transactions information between the Company and Mr. Tkach which would require disclosure under Item 404 of Regulation S-K is set forth in Part III Item 13 of Amendment No. 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2023 (the “Annual Report”) and incorporated herein by reference.
Also on June 16, 2023, the Company entered into a binding term sheet with Mr. Tkach for his service as Interim Chief Executive Officer (the “Employment Term Sheet”). The Employment Term Sheet has an initial term of six months and may be extended by mutual agreement between the Company and Mr. Tkach. Pursuant to the Employment Term Sheet, Mr. Tkach will receive an annualized salary of $700,000 and Mr. Tkach will receive a grant of restricted stock units (“RSUs”) with a grant date fair value equal to $500,000 upon the filing of the Company’s earnings for the quarter ended June 30, 2023 (the “Bonus”). The Bonus will vest 50% on September 16, 2023 and the remaining 50% on December 16, 2023.
The foregoing description of the Employment Term Sheet is qualified in its entirety by reference to the full text of the Employment Term Sheet, which is attached to this report as Exhibit 10.2 and incorporated herein by reference.
Appointment of Directors
Also, on June 15, 2023, the Board temporarily increased the size of the Board from seven to nine members and appointed Mr. Tkach and Melvin Flanigan as directors. Mr. Tkach is a non-classified director with a term to expire in connection with Marshall Chesrown’s resignation or removal or other vacancy from the Board, at which time the Board will appoint Mr. Tkach to replace Mr. Chesrown or any other director whose seat has become vacant on the Board. Mr. Tkach will resign from the Board the later of the end of his term as Interim Chief Executive Officer or Mr. Chesrown’s vacating of his Board seat. Mr. Flanigan is a non-classified director with a term to expire at the 2023 Annual Meeting. Mr. Flanigan has been nominated for election as a Class II director at the 2023 Annual Meeting.
Mr. Flanigan will participate in the Company’s non-employee director compensation program, which is described under the section titled “Non-Employee Director Compensation” in the Company’s proxy statement for its 2022 annual meeting of stockholders, which was filed with the SEC on May 2, 2022.
There are no family relationships between Mr. Flanigan and any Company director or executive officer, and Mr. Flanigan was selected as a director pursuant to the Proxy Term Sheet. There are no related party transactions between the Company and Mr. Flanigan which would require disclosure under Item 404 of Regulation S-K.
Chairman
Also, on June 15, 2023, the Board named Steve Pully as Chairman of the Board.
| 1 |
Board Observer
Also on June 15, 2023, the Board named Mr. Coulter as a Board observer until the 2023 Annual Meeting, subject to a mutually agreeable non-disclosure agreement. Mr. Coulter has been nominated for election as a Class II director at the 2023 Annual Meeting.
Board Committees
Also, on June 15, 2023, the Board reorganized its committees as follows:
| ● | Nominating and Corporate Governance Committee: Shin Lee (Chair), Melvin Flanigan, and Becca Polak. |
| ● | Audit Committee: Melvin Flanigan (Chair), Steve Pully, and Kevin Westfall. |
| ● | Compensation Committee: Becca Polak (Chair), Melvin Flanigan, and Steve Pully. |
| ● | CEO Transition Committee: Mark Tkach (Chair), Shin Lee, Becca Polak, Steve Pully, Kevin Westfall, and William Coulter (non-voting until such time he is appointed/elected to Board). |
Mr. Pully’s role as Chairman and the composition of the committees of the Board shall remain unchanged until at least the conclusion of the Standstill Agreement Period (defined below), unless the Stockholders consent in writing otherwise.
Standstill Agreement Period and Voting Agreement
For a period of 90 days following execution of the Proxy Term Sheet, the Stockholders agree to vote as recommended by the Board at any annual meeting or special meeting of the Company’s stockholders, and to refrain from calling any special meetings of the Company’s stockholders, granting or soliciting proxies (other than to named proxies included in the Company’s proxy card for any stockholder meeting), or making any nominations or proposals at any annual or special meetings of stockholders (the “Standstill Agreement Period”).
Reimbursement of Advisor Fees
The Company has agreed to reimburse the reasonable, documented, out of pocket advisor fees incurred by the Stockholders in connection with their proxy contest, which are estimated to be $2.5 million.
Item 8.01. Other Events.
On June 16, 2023, the Company issued a press release announcing the appointment of Mr. Tkach as the Interim Chief Executive Officer of the Company and the settlement of all outstanding matters currently subject to a proxy contest at the 2023 Annual Meeting. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Proxy Term Sheet, dated June 15, 2023, by and among RumbleOn, Inc., William Coulter, and Mark Tkach. | |
| 10.2 | Employment Term Sheet, dated June 16, 2023, between RumbleOn, Inc. and Mark Tkach. | |
| 99.1 | Press release, dated June 16, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
Forward-Looking Statements
This Current Report on Form 8-K, and the documents incorporated by reference in this Current Report on Form 8-K, may contain “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this Current Report on Form 8-K and speak only as of the date of this Current Report on Form 8-K. Readers are further advised to consider the factors listed under the headings “Forward-Looking Statements” and “Risk Factors” in the Company’s filings with the SEC, as may be updated and amended from time to time. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise, except as required by law.
Important Information
RumbleOn has filed a preliminary proxy statement with the SEC in connection with the solicitation of proxies for the 2023 Annual Meeting. Any definitive proxy statement and a proxy card will be mailed to RumbleOn’s shareholders. RUMBLEON SHAREHOLDERS ARE URGED TO READ ANY PROXY STATEMENT AND OTHER RELEVANT MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These and other SEC filings made by RumbleOn may be obtained (when available) without charge at the SEC’s website at www.sec.gov and at the investor relations section of RumbleOn’s website at www.rumbleon.com. In addition, investors and security holders will be able to obtain free copies of these documents from RumbleOn by directing a request to Investor Relations, RumbleOn, Inc., 901 W. Walnut Hill Lane, Irving, Texas 75038.
Certain Information Concerning Participants
RumbleOn and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies under the rules of the SEC. RumbleOn’s stockholders may obtain information regarding the names, affiliations and interests of RumbleOn’s directors and executive officers in RumbleOn’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 16, 2023 (as amended by Form 10-K/A, which was filed with the SEC on April 28, 2023). These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in any proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the definitive proxy statement to be filed by RumbleOn with the SEC in connection with the 2023 Annual Meeting when it becomes available.
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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 16, 2023 | By: | /s/ Michael Francis |
| Michael Francis | ||
| Secretary | ||
| 4 |
Exhibit 10.1
Binding Term Sheet
This Binding Term Sheet is made and agreed to as of June 15, 2023, by and among RumbleOn, Inc., a Nevada corporation (the “Company”), William Coulter (“Mr. Coulter”) and Mark Tkach (“Mr. Tkach,” and collectively with Coulter, the “Stockholders,” and collectively with the Company, the “Parties”).
| § | Immediately following the execution of this Binding Term Sheet, the Board will temporarily increase its size from seven to nine directors. Melvin Flanigan will immediately be appointed as an independent member of the Board, with a term expiring at the 2023 Annual Meeting. Mr. Tkach will also immediately be appointed as a member of the Board, with a term expiring concurrently with Marshall Chesrown’s resignation or removal, or other vacancy from the Board, at which time the Board will appoint Mr. Tkach to replace Mr. Chesrown or any other director whose seat has become vacant on the Board. Upon the expiration of each of Mr. Flanigan’s and Mr. Tkach’s terms for the new seats created pursuant to this paragraph, such expanded seat will be eliminated, thereby reducing the size of the Board back to seven directors. Mr. Tkack will resign from the Board the later of the end of his term as Interim CEO or Mr. Chesrown’s vacation of his Board seat. |
| § | Immediately following the execution of this Binding Term Sheet, Mr. Coulter will be named as a Board Observer, with unrestricted access to all Board meetings, meetings of each committee of the Board, and RumbleOn books and records, subject to a mutually agreeable non-disclosure agreement. Following Mr. Tkach’s term on the Board, he shall also immediately be named as a Board Observer, with unrestricted access to all Board meetings, meetings of each committee of the Board, and RumbleOn books and records, subject to a mutually agreeable non-disclosure agreement. |
| § | Immediately following the execution of this Binding Term Sheet, the Board will appoint Steve Pully as Chairman, and will appoint and/or remove directors from the following Board committees such that, in a manner consistent with the Company’s organizational documents and corporate governance policies, those committees are comprised of the following: |
| ◌ | Nominating and Corporate Governance: Lee (Chair), Flanigan, Polak |
| ◌ | Audit: Flanigan (Chair), Pully, Westfall |
| ◌ | Compensation: Polak (Chair), Flanigan, , Pully |
| ◌ | CEO Transition: Tkach (Chair), Lee, Polak, Pully, Westfall, Coulter (non-voting until such time he is appointed to Board) |
Mr. Pully shall remain as Chairman, and these Committees shall remain comprised of these individuals, until at least the conclusion of the Standstill Agreement Period (defined below), unless the Stockholders consent in writing otherwise.
| § | Messrs. Alexander’s and Marchlik’s service on the Board will expire in connection with the 2023 Annual Meeting, scheduled to be held no later than July 14, 2023. If the 2023 Annual Meeting does not occur by July 24, 2023, or Messrs. Alexander and Marchlik do not otherwise vacate the Board by July 24, 2023, the Standstill Agreement Period shall immediately end, the Standstill Agreement terms below shall immediately be dissolved, and the Stockholders shall have no further obligations or duties in connection with those terms. The Board will nominate Messrs. Coulter and Flanigan for election at the 2023 Annual Meeting to the seats being vacated by Messrs. Marchlik and Alexander at the 2023 Annual Meeting. |
| § | The Stockholders, and all of the participants in their proxy statement, will withdraw all existing nominations and proposals in connection with the 2023 Annual Meeting. |
| § | For a period of 90 days beginning on date of this Binding Term Sheet, the Stockholders agree to vote as recommended by the Board at any annual or special meeting of the Company’s stockholders, and to refrain from calling any special meetings of the Company’s stockholders, granting or soliciting proxies (other than to named proxies included in the Company’s proxy card for any stockholder meeting), or making any nominations or proposals at any annual or special meetings of stockholders (the “Standstill Agreement Period”). The Parties agree not to disparage each other during the Standstill Agreement Period. |
| § | No earlier than July 1st, 2023, and no later than July 5th, 2023, the Company will reimburse the Stockholders an estimated $2.5 million in reasonable, documented, out of pocket advisor fees incurred by the Stockholders in connection with their proxy contest. |
| § | The parties will agree on the timing and substance of a public announcement regarding the Binding Term Sheet, subject to applicable law. |
| § | This Binding Term Sheet constitutes a commitment by the Parties to negotiate in good faith and to enter into the Cooperation Agreement that includes the terms and conditions herein and such other appropriate customary terms and conditions. Until such time as such definitive Cooperation Agreement is entered into, and notwithstanding whether such definitive Cooperation Agreement is entered into, the Parties agree that this Binding Term Sheet is fully and finally binding on each Party. |
IN WITNESS WHEREOF, the Parties hereto have caused this Binding Term Sheet to be duly executed on June 15, 2023.
| RUMBLEON, INC. | ||
| By: | /s/ Steven J. Pully | |
| Name: | Steven J. Pully | |
| Title: | Director | |
| WILLIAM COULTER | ||
| /s/ William Coulter | ||
| MARK TKACH | ||
| /s/ Mark Tkach | ||
Exhibit 10.2
Binding Term Sheet
Employment Agreement for Mark Tkach
June 16, 2023
| Title and Reporting: | Interim Chief Executive Officer, reporting to the Board of Directors |
| Duties: | Will devote full-time working hours and efforts on behalf of the Company |
| Initial Term: | Six months unless extended by mutual agreement |
| Salary: | $700,000 per annum, prorated for the period of time employed and payable in accordance with the Company’s normal payroll practices (for the avoidance of doubt, if he works for six months, he would receive $350,000) |
| Bonus: | RSU’s with a grant date fair value equal to $500,000 (subject to shareholder approval, if necessary), 50% of which will vest three months following the initial date of employment and 50% of which will vest six months following the initial date of employment. The RSUs will be granted on the date that is two business days after the Company releases its second quarter earnings for 2023 (so long as Mr. Tkach has remained continuously employed by the Company from the the initial date of employment through such date). |
| Benefits: | Consistent with Company policy |
| Reimbursement of Expenses: | Consistent with Company policy |
| Indemnity: | To the fullest extent permitted under Bylaws |
| Termination: | Payment through the end of the term if without cause by the Company,; no payment if for cause. |
| Confidentiality: | Market confidentiality provisions. |
[Signature page follows]
| Agreed to as of the date set forth above. | |
| RUMBLEON, INC. | |
| /s/ Steven Pully | |
| Steven Pully on behalf of the Board of Directors of RumbleOn, Inc. | |
| /s/ Mark Tkach | |
| Mark Tkach |
Exhibit 99.1
RumbleOn Announces Appointment of Interim CEO
and Resolution of Proxy
Contest
Mark Tkach – Co-Founder of RideNow – Appointed Interim CEO
RumbleOn and the Coulter-Tkach Group Reach Resolution to End Proxy Contest
DALLAS, June 16, 2023—(BUSINESS WIRE)—RumbleOn, Inc. (NASDAQ: RMBL) (“RumbleOn” or the “Company”), the nation’s first technology-based powersports platform, today announced that the Board of Directors (“the Board”) has appointed Mark Tkach, the Co-Founder of the RideNow powersports group, acquired by RumbleOn in August of 2021, and a major shareholder, to serve as the Interim Chief Executive Officer of the Company, following the resignation of Marshall Chesrown from that role on June 15, 2023. During Mr. Tkach’s interim service, the Board’s Executive Transition Committee will continue its efforts to identify a permanent CEO.
“We thank Mr. Tkach for his willingness to assist during this time of transition and are confident that his deep knowledge and experience in the powersports industry will provide enhanced opportunities for operational excellence as the Company works to identify a permanent successor,” said Steve Pully, Chairman of the RumbleOn Board of Directors.
In addition, the Company announced that it has reached an agreement in principle that will be memorialized in a definitive agreement with the Coulter-Tkach Group to resolve all outstanding proxy matters currently subject to contest at the Annual Meeting of Shareholders, scheduled for July 14, 2023. The Company and Messrs. Coulter and Tkach have agreed to end the proxy contest on the following terms:
| - | The Board will expand temporarily from seven to nine members to allow Melvin Flanigan and Mark Tkach to immediately join the Board. |
| - | Steve Pully is named Chairman of the Board. |
| - | Mr. Coulter named as a Board observer until his election at 2023 Annual Meeting, with access to all Board activities and access to books and records. |
| - | Reorganization of Board Committees, including: |
| ● | Nominating and Corporate Governance: Shin Lee (Chair), Becca Polak Melvin Flanigan | |
| ● | Audit: Melvin Flanigan (Chair), Steve Pully, Kevin Westfall | |
| ● | Compensation: Becca Polak (Chair), Melvin Flanigan, Steve Pully | |
| ● | CEO Transition: Mark Tkach (Chair), Shin Lee, Becca Polak, Steve Pully, Kevin Westfall, William Coulter (non-voting until such time he is appointed/elected to Board) |
| - | The Coulter-Tkach group and all of the participants in their proxy statement will withdraw all existing nominations and proposals in connection with the 2023 Annual Meeting. |
| - | For a period of 90 days from the date of the agreement in principle, the Stockholders agree to vote as recommended by the Board at any annual or special meeting of the Company’s stockholders, and to refrain from calling any special meetings of the Company’s stockholders, granting or soliciting proxies (other than to named proxies included in the Company’s proxy card for any stockholder meeting), or making any nominations or proposals at any annual or special meetings of stockholders. |
About Mark Tkach
Mr. Tkach currently serves as a consultant for Coulter Management Group, LLLP, a business that manages auto dealerships and investments in real estate. Mr. Tkach previously served as a Director and as an executive officer of the Company from August 2021 until February 2022. Prior to joining the Company, Mr. Tkach served as a co-founder of RideNow and oversaw its strategic growth from 1989 until it was acquired by the Company in August of 2021. Mr. Tkach has over 40 years of experience in all aspects of powersports operations.
About Melvin Flanigan
Mr. Flanigan most recently served as an advisor for Camping World Holdings, Inc., a leading retailer of RVs and outdoor products and services in the United States, from July 2020, until his retirement in December 2020. He previously served as Chief Financial Officer and Corporate Secretary of Camping World Holdings, Inc. from January 2019 to June 2020, during which time he oversaw a significant turn-around in corporate and functional communication, structure, and performance. Prior to joining Camping World, Mr. Flanigan served briefly as Chief Financial Officer of I am Plus LLC from June 2018 to July 2018. Before that, Mr. Flanigan served as the Executive Vice President, Finance and Chief Financial Officer of DTS Inc., a company specializing in high-definition and wireless audio from September 2003 to December 2016. During that time, Mr. Flanigan also served as a member of DTS, Inc.’s operating subsidiary boards. At DTS Inc., Mr. Flanigan helped transform a small startup company into an industry leader that was ultimately acquired for nearly $1 billion. Form March 1996 to July 1999, Mr. Flanigan served as Chief Financial Officers and Vice President, Operations at SensArray Corporation, a supplier of thermal measurement products for semiconductor, LCD, and memory-disk fabrication processes.
About RumbleOn
RumbleOn is the nation’s first technology-based powersports platform. Headquartered in the Dallas Metroplex, RumbleOn provides the only technology-led platform in powersports with a broad footprint of physical locations, full-line manufacturer representation and high-quality used inventory to transform the entire customer experience. Our goal is to integrate the best of both the physical and digital and make the transition between the two seamless. To learn more please visit us online at https://www.rumbleon.com.
Forward-Looking Statements
This Current Report on Form 8-K, and the documents incorporated by reference in this Current Report on Form 8-K, may contain “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this Current Report on Form 8-K and speak only as of the date of this Current Report on Form 8-K. Readers are further advised to consider the factors listed under the headings “Forward-Looking Statements” and “Risk Factors” in the Company’s filings with the Securities and Exchange Commission (the “SEC”), as may be updated and amended from time to time. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events, or otherwise, except as required by law.
Important Information
RumbleOn has filed a preliminary proxy statement with the SEC in connection with the solicitation of proxies for the 2023 annual meeting of stockholders (the “Annual Meeting”). Any definitive proxy statement and a proxy card will be mailed to RumbleOn’s shareholders. RUMBLEON SHAREHOLDERS ARE URGED TO READ ANY PROXY STATEMENT AND OTHER RELEVANT MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These and other SEC filings made by RumbleOn may be obtained (when available) without charge at the SEC’s website at www.sec.gov and at the investor relations section of RumbleOn’s website at www.rumbleon.com. In addition, investors and security holders will be able to obtain free copies of these documents from RumbleOn by directing a request to Investor Relations, RumbleOn, Inc., 901 W. Walnut Hill Lane, Irving, Texas 75038.
Certain Information Concerning Participants
RumbleOn and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies under the rules of the SEC. RumbleOn’s stockholders may obtain information regarding the names, affiliations and interests of RumbleOn’s directors and executive officers in RumbleOn’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 16, 2023 (as amended by Form 10-K/A, which was filed with the SEC on April 28, 2023). These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in any proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the definitive proxy statement to be filed by RumbleOn with the SEC in connection with the Annual Meeting when it becomes available.
Contacts
Investor Inquiries:
Dawn Francfort
ICR, Inc.
investors@rumbleon.com
Will Newell
investors@rumbleon.com