RumbleOn Acknowledges Press Release from Shareholders and Former Directors

Rhea-AI Summary

RumbleOn, Inc. (NASDAQ: RMBL) acknowledged a press release from former directors William Coulter and Mark Tkach, who intend to nominate five candidates for three board seats at the upcoming 2023 Annual Meeting of Shareholders. The company confirmed its commitment to appropriate processes regarding these nominations and other governance proposals. Shareholders are not required to take any action at this time. The Board emphasizes its dedication to shareholder communication and long-term value creation.

Positive

• The Board is open to shareholder communication and input.
• No immediate action is required from shareholders regarding the nominations.

Negative

• Potential governance disputes with former directors may create uncertainty.
• -

No Shareholder Action Required at this Time

DALLAS--(BUSINESS WIRE)-- RumbleOn, Inc. (NASDAQ: RMBL) today acknowledged the press release filed by two former directors and current shareholders, William Coulter and Mark Tkach, regarding their announced intention to nominate five individuals for three seats that they propose should be available on RumbleOn’s Board of Directors at RumbleOn’s 2023 Annual Meeting of Shareholders. These shareholders also announced their intention to make certain other governance related proposals at the annual meeting regarding the composition and organization of the Board.

Consistent with its fiduciary duties to all shareholders and RumbleOn’s governing documents, the Board and its independent Nominating and Corporate Governance Committee will follow all appropriate processes regarding any properly noticed nominations for the two Class II director seats to be elected at the 2023 Annual Meeting and any other governance related proposals. Shareholders are not required to take any action at this time.

RumbleOn’s Board welcomes open communications with all shareholders and appreciates shareholder input. The Board remains committed to acting in the best interests of all RumbleOn shareholders as we design and execute our strategy to support sustained growth and value creation.

Forward-Looking Statements

This press release 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 press release and speak only as of the date of this press release. 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, 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 intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the 2023 Annual Meeting of Shareholders. 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 shareholders 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, 2021, which was filed with the SEC on April 8, 2022, and its proxy statement for the 2022 Annual Meeting of Stockholders, which was filed with the SEC on May 2, 2022. To the extent holdings of RumbleOn securities have changed since the amounts printed in the proxy statement for the 2022 Annual Meeting, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. 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 proxy statement to be filed by RumbleOn with the SEC in connection with the 2023 Annual Meeting, if and when it becomes available.

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.

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Investor Inquiries:

Tom Johnson

H/Advisors Abernathy

RumbleOn@h-advisors.global

Source: RumbleOn, Inc.

FAQ

What nominations are being made for RumbleOn's board at the 2023 Annual Meeting?

William Coulter and Mark Tkach plan to nominate five individuals for three available seats on RumbleOn's Board of Directors.

What should RumbleOn shareholders do in response to the recent announcement?

Shareholders are not required to take any action at this time regarding the nominations.

How is RumbleOn managing the board nominations process?

RumbleOn's Board will follow all appropriate processes concerning any properly noticed nominations and governance proposals.

What is RumbleOn's stance on shareholder communication?

RumbleOn's Board welcomes open communication and is committed to acting in the best interests of all shareholders.