RumbleOn, Inc. (NASDAQ: RMBL), the technology-driven powersports platform in the nation, recently made announcements regarding changes in its executive leadership and the resolution of proxy matters. The company appointed Mark Tkach, Co-Founder of the acquired RideNow powersports group, as the Interim Chief Executive Officer following the resignation of Marshall Chesrown. Furthermore, RumbleOn reached an agreement with the Coulter-Tkach Group to settle all outstanding proxy matters, ensuring a smoother transition at the upcoming Annual Meeting of Shareholders.

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Mark Tkach Appointed Interim Chief Executive Officer

In light of Marshall Chesrown's resignation, RumbleOn's Board of Directors appointed Mark Tkach, a major shareholder and Co-Founder of the RideNow powersports group, as the Interim Chief Executive Officer. Tkach's extensive knowledge and experience within the powersports industry make him a valuable asset for the company during this transitional phase. The Board's Executive Transition Committee will work alongside Tkach to identify a permanent CEO who can continue RumbleOn's commitment to operational excellence.

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Settlement of Proxy Matters

RumbleOn also announced a significant breakthrough in resolving proxy matters ahead of the scheduled Annual Meeting of Shareholders on July 14, 2023. An agreement in principle has been reached with the Coulter-Tkach Group, which will be formalized in a definitive agreement. This agreement puts an end to the ongoing proxy contest and establishes key terms for cooperation and collaboration.

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Expansion of the Board and New Chairman

To facilitate a smooth transition, RumbleOn's Board will temporarily expand from seven to nine members. This expansion will allow the immediate inclusion of Melvin Flanigan and Mark Tkach as new Board members. Additionally, Steve Pully, a current member of the Board, has been named the Chairman. Pully's leadership and expertise will help guide the company through this transformative period.

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Inclusion of Mr. Coulter as Board Observer

As part of the agreement, William Coulter, representing the Coulter-Tkach Group, will be named as a Board observer until his election at the 2023 Annual Meeting. Coulter will have access to all Board activities, including books and records, enabling him to provide valuable insights and contribute to the company's decision-making processes.

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Reorganization of Board Committees

The settlement agreement also involves the reorganization of various Board committees to ensure effective governance and oversight. The committees and their new members include:

1. Nominating and Corporate Governance: Shin Lee (Chair), Becca Polak, Melvin Flanigan
2. Audit: Melvin Flanigan (Chair), Steve Pully, Kevin Westfall
3. Compensation: Becca Polak (Chair), Melvin Flanigan, Steve Pully
4. CEO Transition: Mark Tkach (Chair), Shin Lee, Becca Polak, Steve Pully, Kevin Westfall, William Coulter (non-voting until appointed/elected to Board)

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Withdrawal of Nominations and Proposals

As part of the agreement, the Coulter-Tkach Group and all participants in their proxy statement have agreed to withdraw all existing nominations and proposals associated with the 2023 Annual Meeting. This resolution brings stability to the boardroom and allows the company to focus on its strategic objectives.