RumbleOn, Inc.’s board of directors has announced a series of corporate governance enhancements to strengthen its governance practices and meaningfully refresh the board.
In an effort to advance the interests of all shareholders, the board is implementing enhancements to improve its diversity, broaden the expertise and skillsets of its directors, and heighten the board’s independence. The announced changes also include transitions within the executive leadership team.
Key shareholders of RumblOn have made their dissatisfaction with the management team public in a series of open letters to shareholders. A primary complaint has been a lack of leadership and communication within the current board to shareholders and a concern for the company's performance.
"Since initiating our campaign, we have been taking steps with the goal of maximizing value for all stockholders," stated William Coulter and Mark Tkach, who together hold approximately 32 percent of the outstanding Class B shares of common stock of RumbleOn, Inc. in a recent press release. "We have evaluated what the existing management team has accomplished and has not accomplished since acquiring RideNow and Freedom Powersports. We have been in communication with other large stockholders to listen to their perspectives and to consider their ideas. We believe, when and if our nominees join the board, they will need to immediately improve the company's strategy, its execution, and its bloated cost structure and to make changes to the board such that accountability and independence are front and center."
RumbleOn's board announced the following changes:
The board has approved an amendment to its bylaws to immediately separate the roles of board chair and CEO; As a result, the board elected an independent director, Kevin Westfall, to serve as chair of the board, effective immediately; RumbleOn president, chief operating officer and director, Peter Levy, has been released from his employment position without cause and has resigned from the board, effective immediately. The company has begun a comprehensive process to identify a successor for the chief operating officer role.
RumbleOn Independent Directors Adam Alexander and Mike Marchlik have informed the board that they will not seek reelection at the 2023 Annual Meeting of Shareholders, and Becca Polak has been appointed to the board as a new independent director to fill one vacant Class I directorship. Ms. Polak was one of several highly qualified and independent candidates identified by an independent search firm hired by the company’s nominating and corporate governance committee and was selected based on her extensive and highly relevant experience.
The Board will be inviting Steven Pully, founding partner of Speyside Partners and one of the director nominees proposed by shareholders and former board members, Bill Coulter and Mark Tkach, to join the board immediately to fill the Class I directorship vacated by Mr. Levy, subject to satisfactorily completing an interview with the corporate governance committee. Additionally, the RumbleOn Board intends to nominate Messrs. Coulter and Tkach for election to the board at the 2023 Annual Meeting of Shareholders. The board looks forward to Mr. Coulter and Mr. Tkach accepting their nominations to the board, an idea first raised by the company when Mr. Coulter was asked to rejoin the board in March. Each of Messrs. Coulter and Tkach has previously agreed in writing to be named in the company’s proxy materials and serve as a director if elected.
Messrs. Coulter and Tkach are current shareholders and former directors of the company, who previously announced their nominations of Mr. Pully, Mr. Coulter and (as an alternate) Mr. Tkach, among other candidates, as part of a series of proposals related to their planned proxy contest. Since then, the board has repeatedly sought to engage in good faith with Messrs. Coulter and Tkach to resolve their previously disclosed concerns and avert a distracting and costly proxy contest. Messrs. Coulter and Tkach have refused to accept, in a settlement, anything less than immediate control of the board and, instead, have been content to issue press releases providing misleading and selective characterizations of the negotiations to date. While the company remains open to constructive dialogue, the board cannot fulfill its duties to all shareholders by granting control of the board to Messrs. Coulter and Tkach. In the meantime, the board is unilaterally implementing the enhancements described in this release.
“These enhancements demonstrate our commitment to ongoing engagement and responsiveness to the input of our shareholders,” said Kevin Westfall. “Strengthening our leadership and evolving our corporate governance profile will support the advancement of our strategy, and we’re pleased to welcome new perspectives to our board to help further drive sustained value creation for shareholders.”
“We look forward to welcoming Ms. Polak to our Board and believe she will make immediate and substantive contributions as an experienced, independent director,” said Shin Lee, chair of the nominating and corporate governance committee. “She has an impressive track record in the automotive industry, and RumbleOn will benefit from her experience in driving organic growth and supporting digital transformation, in addition to her legal and compliance background and e-commerce, retail, and consumer finance expertise.”
RumbleOn says it is committed to pursuing its growth strategy to unlock value and deliver on its goals. The company claims its strategy has allowed it to gain market share while expanding the business overall.
The company released its Q1 2023 operational and financial results on May 10, 2023, showing it sold more than 17,000 new and used powersports vehicles and had an adjusted EBITDA of $10.7 million.