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  • Dealernews
  • May 26, 2023


RumbleOn has filed a preliminary proxy statement as the Board continues to seek agreement with dissident stockholders to avert a costly proxy contest according to today's announcement:

DALLAS - RumbleOn, Inc. (NASDAQ: RMBL) ("RumbleOn" or the "Company"), the nation's first technology-based powersports platform, today announced that it has filed its preliminary proxy statement with the U.S. Securities and Exchange Commission ("SEC") in connection with its 2023 Annual Meeting of Stockholders (the "Annual Meeting") to be held July 14, 2023.

The filing comes as the Board continues to seek an agreement in principle with two dissident stockholders and former directors, Bill Coulter and Mark Tkach, regarding a mutually agreeable settlement around certain governance changes at the company. The Company has filed the proxy statement in accordance with legal obligations, but has not closed the door on a potential settlement that is in the best interests of all stockholders before the Annual Meeting. The preliminary proxy statement filing details, among other things, the Company's extensive efforts to refresh its Board of Directors (the "Board") with new independent directors, enhance its corporate governance and leadership team, and reach an agreement with the two shareholders.

"The Board continues to focus exclusively on the best interests of all stockholders, and we are hopeful we can achieve a mutually acceptable agreement with Messrs. Coulter and Tkach prior to our Annual Meeting," said Kevin Westfall, independent Board Chairman. "In the meantime, we encourage all stockholders to read the proxy statement to understand the extensive and thorough process our Board has undertaken to improve governance at the Company and enhance stockholder value."

Among the key governance changes and steps to refresh the Board with qualified, diverse, and independent candidates include:

• Separating the Chairman and CEO roles
• Appointing a new independent Chairman
• Adding Becca Polak as a new independent, qualified, and diverse director
• Removing a director and executive officer

Replacing that director with Steven Pully, a nominee recommended by the dissidents
Recommending all stockholders vote for Mr. Coulter and Melvin Flanigan, a candidate also recommended by the dissidents, for election to the Board at the Annual Meeting
Stockholders of record as of the close of business on May 26, 2023, will be eligible to vote at the upcoming Annual Meeting.

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