Ridenow Group, Inc. current report, 20 May 2019

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Business Context and Reporting Period

This Form 8-K is a current report filed by RumbleOn, Inc. (not Ridenow Group, Inc.) on May 20, 2019, regarding events occurring at the Company's 2019 Annual Meeting of Stockholders held on that date. The Company is incorporated in Nevada and its common stock trades on The Nasdaq Stock Market LLC under the symbol "RMBL".

Key Financial Metrics

This filing is a current report regarding corporate governance and personnel changes. It does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing text does not provide a clear value for any financial statement line items.

Material Changes and Corporate Actions

  • Stock Incentive Plan Amendment: Stockholders approved an amendment to the 2017 Stock Incentive Plan, increasing the number of shares of Class B Common Stock authorized for issuance from 2,000,000 to 4,000,000 shares.
  • Executive Promotion: The Board of Directors promoted Peter Levy to the position of Chief Operating Officer (COO). Mr. Levy previously served as Senior Vice President of Operations since November 2017.
  • Compensation Details: Mr. Levy's annual salary is set at $240,000. He is employed on an at-will basis without a specific employment agreement and is eligible for equity compensation.

Voting Results and Management Commentary

Three proposals were submitted to a vote of security holders at the Annual Meeting:

  1. Election of Directors: Seven director nominees were elected. Class A stockholders voted unanimously (1,000,000 votes for, 0 against). Class B stockholders voted overwhelmingly in favor, with abstentions ranging from approximately 60,000 to 206,000 votes per nominee.
  2. Plan Amendment: The proposal to increase authorized shares in the Stock Incentive Plan was approved. Class A stockholders voted 1,000,000 for. Class B stockholders voted 7,059,427 for, 749,197 against, and 48,890 abstain.
  3. Executive Compensation (Say-on-Pay): The non-binding advisory approval of executive compensation was approved. Class A stockholders voted 1,000,000 for. Class B stockholders voted 7,177,108 for, 626,605 against, and 53,801 abstain.

There were no broker non-votes on any proposals. The filing notes that the primary purpose of the Stock Incentive Plan is to attract, retain, and motivate individuals to drive the Company's growth.

Investor Verification Checklist

  • Verify the exact number of shares remaining available for grant under the amended 2017 Stock Incentive Plan (Exhibit 10.1).
  • Confirm the specific equity compensation awards granted to Peter Levy as COO, as the filing states eligibility but does not detail specific grants.
  • Review the definitive proxy statement filed on April 19, 2019, for the full text of the Plan Amendment and detailed director biographies.
  • Check subsequent filings for any formal employment agreement with Peter Levy, as the current filing states none exists.