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.
