UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section14(a)of
the
Securities ExchangeActof1934
(Amendment No.)
| Filed by the Registrant | ☒ | |
| FiledbyaPartyotherthantheRegistrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to 240.14a-12 |
RUMBLE INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s)Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
Friday, June 14, 2024, 10:00a.m. (Eastern Time)
Virtual Meeting OnlyNo Physical Meeting Location
The 2024 Annual Meeting of Stockholders (the Annual Meeting ) of Rumble Inc. will be held virtually on Friday, June 14, 2024 at 10:00a.m. (Eastern Time) via a live webcast.
ITEMS OF BUSINESS
At the Annual Meeting, you will be asked to:
| 1. | Elect each of the Board of Directors seven nominees for director to serve until the 2025 Annual Meeting of Stockholders; |
| 2. | Approve the Rumble Inc. 2024 Employee Stock Purchase Plan; |
| 3. | Ratify the appointment of Moss Adams LLP as our independent auditors for the fiscal year ending December31, 2024; |
| 4. | Approve a certificate of amendment to the Second Amended and Restated Certificate of Incorporation of Rumble Inc. to limit the liability of certain officers as permitted by Delaware law; and |
| 5. | Transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
RECORD DATE AND MEETING INFORMATION
Stockholders of record as of the close of business on April 18, 2024, will be able to participate in the Annual Meeting by visiting our meeting website at virtualshareholdermeeting.com/RUM2024 . To participate in the Annual Meeting, you will need the 16-digit control number included on your notice of internet availability of the proxy materials, proxy card or on the instructions that accompanied your proxy materials. If you have any questions about your control number, please contact the bank, broker, or other nominee that holds your shares. The Annual Meeting will begin promptly at 10:00 a.m., Eastern Time. Online check-in will begin at 9:30 a.m., Eastern Time. Stockholders can submit questions in advance of the meeting and access copies of our proxy statement and annual report by visiting proxyvote.com/RUM .
VOTING YOUR PROXY
Your vote is important. Stockholders are cordially invited to attend and participate in the Annual Meeting via our live webcast. Whether or not you plan to attend the Annual Meeting, please promptly complete and return your proxy card in the enclosed envelope, or submit your proxy by telephone, by mail, or via the internet as described in your proxy card or voting instruction form. As described below, you may also vote electronically at the Annual Meeting if you attend and participate in the Annual Meeting. Each outstanding share of ClassA Common Stock and ClassC Common Stock is entitled to one vote per share and each outstanding share of ClassD Common Stock is entitled to 11.2663 votes per share on all matters presented at the Annual Meeting.
By Order of the Board of Directors:
Chris Pavlovski
Chairman and CEO
April 24, 2024
Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting of Stockholders to be Held on June 14, 2024. This Notice of Annual Meeting of Stockholders, the Proxy Statement and the 2023 Annual Report to Stockholders are available at proxyvote.com/RUM .
| You are cordially invited to attend the Annual Meeting online. Your vote is important. Whether or not you expect to attend the Annual Meeting online, please complete, date, sign and return the proxy mailed to you, or vote over the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must follow the instructions from such organization and will need to obtain a proxy issued in your name from that agent to vote your shares that are held in such agents name and account. |
TABLE OF CONTENTS
i
444 Gulf of Mexico Drive
Longboat Key, Florida 34228
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 14, 2024 at 10:00a.m., Eastern Time
GENERAL INFORMATION
The Proxy Materials for our 2024 Annual Meeting of Stockholders (the Annual Meeting ) of Rumble Inc. ( Rumble or the Company ) include the Notice of Internet Availability of Proxy Materials (the Notice ), Notice of Annual Meeting, this Proxy Statement, and our Annual Report on Form10-K for the fiscal year ended December31, 2023 (collectively, the proxy materials ) are first being furnished by and on behalf of the Board of Directors of the Company (the Board of Directors ) on or about April24, 2024.
We were a special purpose acquisition company called CF Acquisition Corp.VI ( CFVI ) prior to the closing of a business combination (the Business Combination ) on September16, 2022. The Business Combination represents the transactions contemplated by the business combination agreement, dated December1, 2021 (the Business Combination Agreement ) whereby Rumble Inc., a corporation formed under the laws of the Province of Ontario, Canada ( Legacy Rumble ) became a wholly owned subsidiary of CFVI.In connection with the consummation of the Business Combination, CFVI was renamed Rumble Inc. and Legacy Rumble was renamed Rumble Canada Inc.
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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why didI receive a notice regarding the availability of proxy materials on the internet instead of a full set of proxy materials?
Pursuant to rules adopted by the Securities and Exchange Commission (the SEC ), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you the Notice because our Board of Directors is soliciting your proxy to vote at the Annual Meeting, to be held on Friday, June 14, 2024 at 10:00a.m. Eastern Time. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.
The Notice will provide instructions as to how a stockholder of record may access and review the proxy materials on the website referred to in the Notice or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent by mail or email to the stockholder of record. The Notice will also provide voting instructions. Please note that, while our proxy materials are available at the website referenced in the Notice, and our Notice of Annual Meeting, Proxy Statement and Annual Report on Form10-K for the fiscal year ended December31, 2023 are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this document.
We intend to mail the Notice on or about April24, 2024 to all stockholders of record, who are entitled to vote at the Annual Meeting. The proxy materials will be made available to stockholders on the internet on the same date.
WillI receive any other proxy materials by mail?
No, you will not receive any other proxy materials by mail unless you request a paper copy of proxy materials. Instructions on how to access the proxy materials over the internet or to request a paper copy may be found in the Notice. In addition, the notice contains instructions on how you may request access to proxy materials in printed form by mail or electronically on an ongoing basis.
Why is Rumble conducting the Annual Meeting virtually?
The Annual Meeting will be held in a virtual format to reach a greater number of our stockholders.
When is the record date for the Annual Meeting?
The Board of Directors set the close of business on April 18, 2024 as the record date for the Annual Meeting (the Record Date ).
How doI attend, participate in, and ask questions during the Annual Meeting?
You are entitled to participate in the Annual Meeting only if you were a stockholder or a joint holder as of the close of business on the Record Date or if you hold a valid proxy for the Annual Meeting. You will be able to attend the annual meeting online and submit your questions during the meeting by visiting virtualshareholdermeeting.com/RUM2024 . You also will be able to vote your shares electronically at the Annual Meeting.
To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. If you have any questions about your control number, please contact the bank, broker, or other nominee that holds your shares. The meeting webcast will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online access to the meeting will open at 9:30 a.m., Eastern Time, and you should allow ample time to log in to the meeting webcast and test your computer audio system.
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Stockholders who attend and participate in the Annual Meeting can submit questions electronically until the start of the meeting at proxyvote.com/RUM . In addition, stockholders who attend and participate in the virtual Annual Meeting will also have an opportunity to submit questions via the Internet during the live QA portion of the meeting. The Company will use reasonable efforts to answer all questions pertinent to meeting matters during the Annual Meeting, subject to time constraints and the rules of conduct for the Annual Meeting. If we receive questions on similar topics, we may group such questions together and provide a single response.
What ifI have technical difficulties or trouble accessing the Annual Meeting?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call 1-855-449-0991 (toll-free) or 1-720-378-5962 (toll line).
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on the Record Date will be entitled to vote online at the Annual Meeting. As of the Record Date, we had 387,583,997 shares of common stock outstanding and entitled to vote, consisting of 116,647,966 shares of ClassA common stock, par value $0.0001 per share (the ClassA Common Stock ), 165,153,628 shares of ClassC common stock, par value $0.0001 per share (the ClassC Common Stock ) and 105,782,403 shares of ClassD common stock, par value $0.0001 per share (the ClassD Common Stock ). Each share of ClassA Common Stock and ClassC Common Stock is entitled to one vote per share and each share of ClassD Common Stock is entitled to 11.2663 votes per share on any matter presented to stockholders at the Annual Meeting. The holders of ClassA Common Stock, ClassC Common Stock and ClassD Common Stock will vote together as a single class on all matters to be presented to stockholders at the Annual Meeting.
Information as to how to obtain the list of stockholders entitled to vote at the Annual Meeting will be available during the ten days preceding the annual meeting at the website for the annual meeting: www.virtualshareholdermeeting.com/RUM2024 .
Stockholder of Record: Shares Registered in Your Name
If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote online during the Annual Meeting or by proxy in advance. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by proxy in advance of the Annual Meeting through the internet, by telephone or by completing and returning a printed proxy card that you may request or that we may elect to deliver at a later time to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent
If, on the Record Date, your shares were held, not in your name, but rather in an account at a broker, bank or other agent, then you are the beneficial owner of shares held in street name and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may not vote your shares online at the Annual Meeting unless you request and obtain a valid legal proxy from your broker, bank or other agent. Check with your broker, bank, or other agent, and follow the instructions you receive during the registration process prior to the Annual Meeting.
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What are the proposals on which Im voting?
There are four matters scheduled for a vote:
| ● | ProposalNo. 1 To elect seven directors to hold office until the 2025 Annual Meeting of Stockholders; |
| ● | ProposalNo. 2 To approve the Rumble Inc. 2024 Employee Stock Purchase Plan (in the form of Annex A); |
| ● | ProposalNo. 3 To ratify the selection of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December31, 2024; and |
| ● | ProposalNo. 4 To approve a certificate of amendment to the Second Amended and Restated Certificate of Incorporation of Rumble Inc. to limit the liability of certain officers as permitted by Delaware law (in the form of Annex B). |
What if another matter is properly brought before the meeting?
The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy, Chris Pavlovski, Chairman and Chief Executive Officer and Michael Ellis, General Counsel and Corporate Secretary, to vote on those matters in accordance with their best judgment. As of the date of this Proxy Statement, the Board of Directors did not know of any other business to be presented for consideration at the Annual Meeting.
What are my voting options and how doI vote?
You may either vote For the nominees to the Board of Directors or you may Withhold your vote for any nominee you specify. For the proposals to approve the Rumble Inc. 2024 Employee Stock Purchase Plan, to ratify the selection of Moss Adams LLP, and to amend our Certificate of Incorporation, you may vote For or Against or abstain from voting. The procedures for voting are as follows:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote (1)online during the Annual Meeting or (2)in advance of the Annual Meeting by proxy through the internet, by telephone or by using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote online even if you have already voted by proxy.
| ● | To vote during the Annual Meeting , stockholders may do so by visiting the following website: www.virtualshareholdermeeting.com/RUM2024 . Even if you plan to participate in the Annual Meeting, we recommend that you also vote in advance using one of the methods described below so that your vote will be counted if you later decide not to participate in the Annual Meeting. |
| ● | To vote in advance of the Annual Meeting through the internet , stockholders who have received a notice of the internet availability of the proxy materials by mail may submit proxies over the internet by following the instructions on the notice. Stockholders who have received notice of the internet availability of the proxy materials by e-mail may submit proxies over the internet by following the instructions included in the e-mail. Stockholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies over the internet by following the instructions on the proxy card or voting instruction card. |
| ● | To vote in advance of the Annual Meeting by telephone , stockholders of record who live in the U.S. or Canada may submit proxies by telephone by calling 1-800-690-6903 and following the instructions. Stockholders of record who have received a notice of the internet availability of the proxy materials by mail or by email must have the control number that appears on their notice available when voting. |
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| ● | To vote in advance of the Annual Meeting by mail , stockholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies by completing, signing and dating their proxy card or voting instruction card and mailing it in the accompanying pre-addressed envelope. |
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent
If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should receive a Notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote online at the Annual Meeting, you must obtain a valid legal proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.
| Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. |
What is the deadline for voting my shares?
If you hold shares as the stockholder of record, your vote by proxy must be received before the polls close during the annual meeting.
If you are the beneficial owner of shares held through a broker, trustee, or other nominee, please follow the voting instructions provided by your broker, trustee or nominee.
How many votes doI have?
On each matter to be voted upon, you have one vote for each share of ClassA Common Stock or ClassC Common Stock that you own as of the Record Date. Shares of ClassD Common Stock are entitled to 11.2663 votes per share on any matter presented to stockholders at the Annual Meeting (other than the election of the ClassA Director (as defined below)). All shares of ClassD Common Stock that are outstanding are beneficially owned by Chris Pavlovski, our Founder and Chief Executive Officer.
What happens ifI do not vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and do not vote by completing your proxy card, through the internet, by telephone or online at the Annual Meeting, your shares will not be voted.
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent
If you are a beneficial owner and do not instruct your broker, bank or other agent how to vote your shares, the question of whether your broker, bank or other agent will still be able to vote your shares depends on whether the particular proposal is deemed to be a routine matter. Brokers, banks and other agents can use their discretion to vote uninstructed shares with respect to matters that are considered to be routine, but not with respect to non-routine matters. Under applicable rules and interpretations, non-routine matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker, bank or other agent may not vote your shares on ProposalNo. 1, Proposal No. 2 and Proposal No. 4 without your instructions, but may vote your shares on ProposalNo. 3 even in the absence of your instruction. We encourage you to provide voting instructions to your broker, bank or other agent. This ensures that your shares will be voted at the Annual Meeting according to your instructions. You should receive directions from your broker, bank or other agent about how to submit your proxy to them at the time you receive this Proxy Statement.
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If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.
What ifI return a proxy card or otherwise vote but do not make specific choices?
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, For the election of each of the nominees for director, For the approval of the Rumble Inc. 2024 Employee Stock Purchase Plan, For the ratification of selection of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December31, 2024, and For the approval of a certificate of amendment to the Second Amended and Restated Certificate of Incorporation of Rumble Inc. to limit the liability of certain officers as permitted by Delaware law. If any other matter is properly presented at the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on such matter in accordance with their best judgment.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokers, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean ifI receive more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices you receive to ensure that all of your shares are voted.
CanI revoke my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy at any time before the final vote at the Annual Meeting in any one of the following ways:
| ● | You may submit another properly completed proxy card with a later date. |
| ● | You may grant a subsequent proxy by telephone or through the internet. |
| ● | You may send a timely written notice that you are revoking your proxy to our Corporate Secretary at Rumble Inc., 444 Gulf of Mexico Drive, Longboat Key, FL34228. |
| ● | You may attend the Annual Meeting and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy. |
Your most current proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent
If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.
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How are votes counted, and what effect do abstentions and broker non-votes have on the proposals?
For Proposal No. 1, in the election of directors, you may vote For, Against, or Abstain with respect to each of the nominees. If you elect to abstain in the election of directors, the abstention will not impact the election of directors. In tabulating the voting results for the election of directors, only For and Against votes are counted.
For Proposals Nos. 2 - 4, you may vote For, Against, or Abstain. If you elect to abstain for Proposals nos. 2 - 4, the abstention will have the same effect as an Against vote.
If you are the beneficial owner of shares held in the name of a broker, trustee, or other nominee and do not provide that broker, trustee, or other nominee with voting instructions, your shares may constitute broker non-votes. Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. Brokers, trustees, or other nominees may generally vote on routine matters but cannot vote on non-routine matters. Only Proposal no. 3 (ratifying the appointment of the independent registered public accounting firm) is expected to be considered a routine matter. The other proposals are not expected to be considered routine matters, and without your instructions, your broker cannot vote your shares with respect to such proposals. In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered votes cast or entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of Proposals Nos. 1 - 3. With respect to Proposal No. 4, broker non-votes will have the same effect as a vote Against the proposal. Note that whether a proposal is considered routine or non-routine is subject to stock exchange rules and final determination by the stock exchange. Even with respect to routine matters, some brokers are choosing not to exercise discretionary voting authority. As a result, we urge you to direct your broker, trustee, or other nominee how to vote your shares on all proposals to ensure your vote is counted.
How many votes are needed to approve each proposal?
| ● | ProposalNo. 1 For the election of directors, pursuant to our Second Amended and Restated Certificate of Incorporation (the Certificate of Incorporation ), one director designated as the ClassA Director by our Board of Directors, which director nominee is Robert Arsov (the ClassA Director ), will be elected by a plurality of the votes of the shares of our ClassA Common Stock, present by virtual attendance or represented by proxy at the meeting and entitled to vote on the election of directors and the remaining directors will be elected by a plurality of the votes of our ClassA Common Stock, ClassC Common Stock and ClassD Common Stock (voting together as a single class) present by virtual attendance or represented by proxy at the meeting and entitled to vote on the election of directors. This means that the seven nominees receiving the most For votes will be elected. Accordingly, only votes For will affect the outcome of the election of directors and broker non-votes and votes that are withheld will not affect the election of directors. |
| ● | ProposalsNos. 2 and 3 To approve the Rumble Inc. 2024 Employee Stock Purchase Plan and to ratify the selection of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, each proposal requires the affirmative vote of a majority of the shares present, in person or represented by proxy, and entitled to vote on that proposal at the Annual Meeting. Accordingly, these proposals must each receive For votes from the holders of a majority of the votes of the shares of our ClassA Common Stock, ClassC Common Stock and ClassD Common Stock (voting together as a single class) present by virtual attendance or represented by proxy and entitled to vote on each matter. If you Abstain from voting, it will have the same effect as an Against vote. |
| ● | ProposalNo. 4 To approve a certificate of amendment to the Second Amended and Restated Certificate of Incorporation of Rumble Inc. to limit the liability of certain officers as permitted by Delaware law, the proposal requires the affirmative vote of a majority of the outstanding shares of our common stock entitled to vote on the proposal at the Annual Meeting. Accordingly, this proposal must receive For votes from the holders of a majority of the shares of our ClassA Common Stock, ClassC Common Stock and ClassD Common Stock (voting together as a single class). If you Abstain from voting, it will have the same effect as an Against vote. |
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How many shares must be present to hold the Annual Meeting?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the voting power of the outstanding shares entitled to vote are present at the Annual Meeting online or represented by proxy. The inspector of election appointed for the Annual Meeting will determine whether or not a quorum is present. The inspector of elections will be a representative from an independent firm, Broadridge.
Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or if you vote online at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of the voting power of the shares present at the Annual Meeting by virtual attendance or represented by proxy may adjourn the Annual Meeting to another date.
How canI find out the results of the voting at the Annual Meeting?
We plan to announce preliminary voting results at the Annual Meeting. Final voting results will be disclosed in a Current Report on Form8-K that we expect to file with the SEC within fourbusiness days after the Annual Meeting.
When are stockholder proposals and director nominations due for the 2025 Annual Meeting of Stockholders?
Stockholder Proposals.
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next years annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 2025 annual meeting of stockholders, our Corporate Secretary must receive the notice not later than the close of business on December 25, 2024. In addition, stockholder proposals must comply with the requirements of Rule14a-8 under the Securities ExchangeActof1934, as amended (the ExchangeAct ), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:
Rumble Inc.
Attention: Corporate Secretary
444 Gulf of Mexico Drive
Longboat Key, Florida 34228
Director Nominations.
Holders of our common stock may propose director candidates for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the nominees name and qualifications for membership on our Board of Directors and should be directed to our Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section titled Information Regarding the Board of Directors and Corporate Governance-Nominating and Corporate Governance Committee .
Our Amended and Restated Bylaws (the Bylaws ) permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director candidate, the stockholder must provide the information required by our Bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our Bylaws, which, for the 2025 annual meeting of stockholders, requires that the notice be received by our Corporate Secretary between the close of business on February14, 2025, and the close of business on March17, 2025 for stockholder proposals that are not intended to be included in a proxy statement.
In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules in connection with our 2025 annual meeting of stockholders, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice to us that sets forth the information required by Rule14a-19 under the ExchangeAct no later than April15, 2025.
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PROPOSAL NO. 1 ELECTION OF DIRECTORS
Our business and affairs are managed under the direction of our Board of Directors. The Board of Directors presently has seven members, five of whom are deemed independent under the SEC rules and listing standards of The Nasdaq Stock Market ( Nasdaq ). Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors or by a sole remaining director. Upon the recommendation of the Nominating and Corporate Governance Committee of our Board of Directors, our Board of Directors has nominated the seven director nominees listed below for election at the Annual Meeting. Each of the director nominees currently serves on the Board of Directors. The current term of all directors will expire at the Annual Meeting when their successors are elected, and the Board of Directors has nominated each of these individuals for a new one-year term that will expire at the 2025 Annual Meeting of Stockholders when their successors are elected.
The ClassA Director will be elected by a plurality of the votes cast by the holders of shares of our ClassA Common Stock, present by virtual attendance or represented by proxy at the meeting and entitled to vote on the election of directors and the remaining directors will be elected by a plurality of the votes cast by the holders of shares of our ClassA Common Stock, ClassC Common Stock and ClassD Common Stock (voting together as a single class), present by virtual attendance or represented by proxy at the meeting and entitled to vote on the election of directors. Accordingly, the seven nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of the nominees named below. If the nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board of Directors. Each person nominated for election has consented to being named as a nominee in this Proxy Statement and has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve if elected.
The Nominating and Corporate Governance Committee believes that all directors must, at a minimum, meet the criteria set forth in the Companys Code of Conduct and Ethics and the Corporate Governance Guidelines, which specify, among other things, that the Nominating and Corporate Governance Committee will consider criteria such as independence, diversity, age, skills, and experience in the context of the needs of the Board of Directors. The Nominating and Corporate Governance Committee also will consider a combination of factors for each director, including (a)the nominees ability to represent all stockholders without a conflict of interest, (b)the nominees ability to work in and promote a productive environment, (c)whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director, (d)whether the nominee has demonstrated the high level of character, ethics and integrity expected by the Company, (e)whether the nominee possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a publicly-traded company, and (f)the nominees ability to apply sound and independent business judgment. The following is a brief biography of the nominees for election at the Annual Meeting.
NOMINEES FOR ELECTION FOR A TERM EXPIRING AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS
Chris Pavlovski , age 40, is the Founder and Chief Executive Officer of Rumble and has served as a member of our Board of Directors since September2022, and served as a member of the board of directors of Legacy Rumble since 2013. As a three-time successful entrepreneur, Mr.Pavlovski has over 20years experience in the online marketing and advertising space. After building websites daily in his teenageyears, Mr.Pavlovski founded Jolted Media Group and served as its Chief Executive Officer. During the same time, Mr.Pavlovski served as the director of marketing for NASAs Next Giant Leap from 2009 through 2012 leading corporate donations, sponsorships, and internet marketing strategies. Mr.Pavlovski also founded Cosmic Development in 2011, a global IT business employing 150+ employees with offices in Europe and North America. The business was ranked as the 2 nd best employer in Macedonia and has been the recipient of numerous awards. Mr.Pavlovski also sits on numerous boards, including Macedonia 2025, a not-for-profit organization focused on economic and educational development in Macedonia. As a result of his success, Mr.Pavlovski became a finalist for the Ernst Young Entrepreneur of the Year in 2010. Prior to his entrepreneurial journey, Mr.Pavlovski served as a Network Administrator at Microsoft and studied at the University of Toronto. We believe that Mr.Pavlovskis extensive experience in technology, online marketing and advertising and his unique perspective on technology related matters qualifies him to serve as a member of our Board of Directors.
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Paul Cappuccio , age 62, has served as a member of our Board of Directors since September2022, and served as a member of the board of directors of Legacy Rumble from January2021 through September2022. Mr.Cappuccio has also served as a director of Chipotle Mexican Grill, Inc. (NYSE:CMG) from 2016 to 2020 (where Mr.Cappuccio served as the chairman of the Nominating and Governance Committee and on the Audit Committee) and Central European Media Enterprises (Nasdaq: CETV) from 2009 to 2018. Mr. Cappuccio also served as the Chief Legal Officer and General Counsel of NJOY, LLC, a privately-held company that sells electronic nicotine delivery systems to adult smokers and former smokers, from January 2020 to June 2023. From 2019 to 2020, Mr.Cappuccio served as Vice Chairman of dtx, a digital company that connects consumers with brands through QR codes. From January2001 to June2018, Mr.Cappuccio served as Executive Vice President and General Counsel of Time Warner, Inc., a consolidated worldwide media and entertainment company. From August1999 to January2001, he served as Senior Vice President and General Counsel at America Online, Inc., an internet access company. Prior to this, Mr.Cappuccio was a partner at Kirkland Ellis and served as an Associate Deputy Attorney General at the U.S.Department of Justice. Additionally, Mr.Cappuccio served as a law clerk to two Justices of the Supreme Court of the UnitedStates, the Hon. Anthony M.Kennedy and the Hon. Antonin Scalia. Mr.Cappuccio received his J.D. from Harvard Law School and a B.A. from Georgetown University. We believe that Mr.Cappuccios experience as a leader in the legal, media and entertainment, and technology industries, as well as his prior service on multiple public company boards, qualifies him to serve as a member of our Board of Directors.
Ryan Milnes , age 41, has served as a member of our Board of Directors since September2022, and served as a member of the board of directors of Legacy Rumble from 2013 through September2022. Mr.Milnes is an accomplished entrepreneur and the co-founder and Chief Executive Officer of Cosmic Development, a global IT business employing more than 150 employees with offices in Europe and North America. Since founding Cosmic in 2013, Mr.Milnes has overseen Cosmics provision of content editing and moderation services to Rumble. He is the owner and director of multiple businesses which focus on tech and real estate. Mr.Milnes holds a film degree from the Toronto Film School. We believe that Mr.Milness experience as an entrepreneur in the information technology industry qualifies him to serve as a member of our Board of Directors.
Robert Arsov , age 49, has served as a member of our Board of Directors since September2022, and served as a member of the board of directors of Legacy Rumble from 2014 through September2022. Mr.Arsov is a Founding Partner of Hoplon Capital, which was formed in May2021. Mr.Arsov also currently serves as a Senior Advisor at Guggenheim Partners, a position he has held since May2021. Prior to becoming Senior Advisor, he was a Senior Managing Director at Guggenheim Partners from May2014 to May2021, where he advised companies across the technology and IT/business services sectors, with special focus on the insurance, financial services, healthcare, cloud/network infrastructure and communications end-markets. He also maintained an active MA advisory practice in the biotech and pharma sectors. Mr.Arsov was previously a member of the MA group at Credit Suisse and its predecessor company Donaldson, Lufkin Jenrette in NewYork. Mr.Arsov holds a B.S. degree from the Haas School of Business at the University of California at Berkeley. We believe that Mr.Arsovs extensive business and financial experience qualifies him to serve as a member of our Board of Directors.
Nancy Armstrong , age 57, has served as a member of our Board of Directors since September2022. Ms. Armstrong is an Emmy-nominated producer and the founder/executive producer of Happy Warrior Media. She recently launched her award-winning documentary on ADHD, The Disruptors. Previously, she co-founded and was an executive producer of MAKERS since 2010, a leading womens video and media platform and library. Prior to MAKERS, Ms. Armstrong began her career in media at Ogilvy, Inc. in NewYork City. Ms. Armstrong is a graduate of the University of Wisconsin-Madison, and received a masters degree in communications from Boston University. We believe that Ms. Armstrongs extensive media and advertising experience qualifies her to serve as a member of our Board of Directors.
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Ethan Fallang , age 40, has served as a member of our Board of Directors since September2022, and served as a member of the board of directors Legacy Rumble from May of 2021 through September2022. Mr.Fallang also serves as a director at Riverview Health Institute, LLC, an upscale medical center. From May2022 to August 2023, Mr.Fallang served as a Partner at Narya Capital Management, LLC, where he was in charge of overseeing the funds accounting, tax, and audit functions. Prior to joining Narya in February2020, Mr.Fallang served as the Chief Executive Officer of Riverview Health Institute, LLC beginning in October2010. Mr.Fallang holds a B.S. in Business Administration from the Ohio State University and a Master of Business Administration from the Isenberg School of Management at the University of Massachusetts Amherst. We believe that Mr.Fallangs extensive business and accounting experience qualifies him to serve as a member of our Board of Directors.
David Sacks , age 51, has served as a member of our Board of Directors since June 2023. Mr. Sacks also serves as general partner of Craft Ventures, a venture capital fund that he co-founded in 2017. His angel investments include Facebook, Uber, SpaceX, Palantir Technologies, and Airbnb, among many others. Prior to co-founding Craft Ventures, Mr. Sacks was the founding Chief Operating Officer and product leader of PayPal, a multinational financial technology company, and the founder and CEO of Yammer, an enterprise social networking software company. Mr. Sacks holds a B.A. in economics from Stanford University and a J.D. from the University of Chicago Law School. We believe that Mr. Sackss extensive entrepreneurial, technology, and venture capital experience qualifies him to serve as a member of our Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR THE ELECTION OF EACH OF THE NAMED NOMINEES ABOVE
BOARD OF DIRECTORS DIVERSITY
The Board of Directors Diversity Matrix, below, provides the diversity statistics for our Board of Directors as required by the Nasdaq rules.
