FALSE000159696112/3100015969612024-04-192024-04-19
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): April 16, 2024
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction
of incorporation)
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001-38248
(Commission File Number)
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46-3951329
(I.R.S. Employer Identification No.)
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901 W. Walnut Hill Lane, Suite 110A |
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Irving, Texas |
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75038 |
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(Zip Code) |
Registrant’s telephone number, including area code (214) 771-9952
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
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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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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. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 16, 2024, the Board of Directors (the "Board") of RumbleOn, Inc. (the "Company") appointed Michael Quartieri as a director of the Company to fill the vacant seat created by Melvin Flanigan's resignation on April 8, 2024. The Board designated Mr. Quartieri as a director to stand for re-election at the Company's 2024 annual meeting of shareholders. The Board determined that Mr. Quartieri is an independent director for purposes of the Nasdaq listing requirements and Mr. Quartieri is also expected to be appointed to serve as a member of the Audit Committee of the Board.
Mr. Quartieri has been the Senior Vice President and Chief Financial Officer of Dave & Buster’s Entertainment, Inc. since January 2022 and will retire from such positions effective as of April 30, 2024. He holds a B.S. Accounting and a M. Acc. from the University of Southern California and maintains a CPA certificate from the State of California.
Mr. Quartieri will participate in the Company's non-employee director compensation program, which is described under the section titled "Director Compensation" in the Company's proxy statement for its 2023 annual meeting of shareholders, which was filed with the Securities and Exchange Commission on June 23, 2023.
There are no family relationships between Mr. Quartieri and any Company director or executive officer, and no arrangements or understandings between Mr. Quartieri and another person pursuant to which he was selected as a director. There are no related party transactions between the Company and Mr. Quartieri which would require disclosure under Item 404 of Regulation S-K.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 16, 2024, and effective as of the same date, the Board of the Company approved amendments to the Company’s Amended and Restated Bylaws, as amended on May 9, 2023 (the “Bylaws Amendments”), to reflect the Board’s decision to eliminate the classified board structure and to comply with the provisions of Nevada Revised Statutes Section 78.335(1) regarding the stockholder vote required to remove a director. The foregoing description of the Bylaws Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws Amendments, attached as Exhibit 3.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit |
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Description |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: April 19, 2024 |
By: |
/s/ Brandy L. Treadway |
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Brandy L. Treadway |
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Chief Legal Officer |
EX-3.1
2
amendmentno2totheamendedan.htm
EX-3.1
Document
AMENDMENT NO. 2
TO THE
AMENDED AND RESTATED BYLAWS
OF
RUMBLEON, INC.
Pursuant to resolutions duly adopted by the Board of Directors of RumbleOn, Inc., a Nevada corporation (the “Company”) on April 16, 2024, the Company does hereby amend the Amended and Restated Bylaws of the Company effective as of October 8, 2021, as amended on May 9, 2023 (the “Bylaws”) as follows:
1.Article III, Section 3.3 of the Bylaws is hereby amended in its entirety, and the following is substituted in lieu thereof:
Section 3.3 QUALIFICATION, ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors need not be stockholders. At the first annual meeting of stockholders and at each annual meeting thereafter, the holders of shares of stock entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting or until the director’s earlier death, resignation, disqualification, or removal. Despite the expiration of a director’s term, the director shall continue to serve until the director’s successor is elected and qualified.
2.Article III, Section 3.4 of the Bylaws is hereby amended in its entirety, and the following is substituted in lieu thereof:
Section 3.4 RESIGNATION AND REMOVAL OF DIRECTORS. Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation, in which case such resignation shall be effective at the time specified. Unless such resignation specifies otherwise, its acceptance by the corporation shall not be necessary to make it effective. The board of directors may declare vacant the office of a director who has been declared of unsound mind by an order of a court or convicted of a felony. Any or all of the directors may be removed only by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote. No reduction of the authorized number of directors shall have the effect of removing any director before his term of office expires.
Except as otherwise set forth herein, all other provisions of the Bylaws shall remain in full force and effect.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of RumbleOn, Inc., a Nevada corporation; and
2. That the foregoing Amendment to the Amended and Restated Bylaws, comprising two (2) pages, including this Certificate of Secretary, constitutes the Amendment to the Bylaws of said corporation as duly adopted by the Board of Directors of said corporation on April 16, 2024.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 16th day of April, 2024.
Brandy L. Treadway, Secretary
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