RumbleOn Inc

DEF 14A 1 ea0203856-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. __)

Check the appropriate box:

(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):

901 W. Walnut Hill Lane, Suite 110A

Irving, Texas 75038

Dear Shareholders:

On behalf of the RumbleOn team, it is my pleasure to invite you to attend our 2024 Annual Meeting of Shareholders, which is scheduled to be held virtually on Tuesday, June 4, 2024, at 8:00 a.m. Central Time. In addition, I want to express my appreciation for your support and belief in RumbleOn’s promising future. Having spent my entire career in the powersports industry, I am extremely excited to be leading this company. Today, I have even more conviction about our opportunity than when I joined just a few months ago.

Vision 2026:

On March 14, 2024, we introduced our three-year operating plan called Vision 2026, which is guided by our First Principle of creating and maximizing long-term per share value.

We expect the following to be achieved by calendar year 2026 while maintaining a healthy balance sheet 1:·

• Annual revenue in excess of $1.7 billion;

• Annual Adjusted EBITDA 2 of greater than $150 million; and

• Annual Adjusted Free Cash Flow 3 of $90 million or more 4.

We expect to achieve Vision 2026 and maintain a healthy balance sheet within our target leverage ratio of 1.5x-2.5x net debt/EBITDA.

To achieve our Vision 2026 goals, the RumbleOn team will focus on the following three strategic pillars:

1. Leverage our national scale to run the best performing dealerships in America, supported by an aligned and efficient corporate office;

2. Grow our differentiated RideNow Cash Offer Technology to drive our pre-owned business; and

3. Effectively allocate the capital we create through operations, including strategic accretive acquisitions.

Below is additional detail on these important strategies:

Leveraging our national scale to run the best performing dealerships in America supported by an aligned and efficient corporate office. We will measure and define our dealership performance by using Net Profit and Customer Satisfaction metrics and have put several strategies in place to accomplish this. Strong manufacturer relationships are foundational to that success, as well as having an agile organization focused on the rider. This rider focused passion is what drives our culture.

1 See the important notice regarding forward-looking statements in the accompanying Proxy Statement.

2 Adjusted EBITDA is anon-GAAP financial measure and should not be considered as an alternative to operating income or net income as a measure of operating performance. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to U.S. GAAP. We define Adjusted EBITDA as net income (loss) adjusted to add back interest expense, depreciation and amortization, the impact of income taxes, discontinued operations, non-cash stock-based compensation costs, thenon-cash impairment of goodwill and franchise rights, transaction costs, certain litigation expenses not associated with our ongoing operations, and othernon-recurring costs and credits, such as the gain on the sale of a dealership, insurance proceeds and costs attributable to an abandoned project, as such we do not consider such recoveries, charges and expenses to be a part of our core business operations, and they not necessarily an indicator of ongoing, future company performance.

3 Adjusted Free Cash Flow is anon-GAAP financial measure and should not be considered as an alternative to cash flows or as a measure of liquidity. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to U.S. GAAP. We define Adjusted Free Cash Flow as cash flows from operating activities of continuing operations less capital expenditures (excluding acquisitions).

4 With respect to our 2026 Adjusted EBITDA and Adjusted Free Cash Flow targets, a reconciliation of thesenon-GAAP measures to the corresponding GAAP measures is not available without unreasonable effort due to the complexity of the reconciling items that we exclude from thenon-GAAP measure or the variables going into the calculation of operating cash flows.

Growing our RideNow Cash Offer Tool as a point of differentiation to drive the Pre-Owned business. The pre-owned inventory market is a high-return area of growth for us and we are committed to intensifying our efforts on expanding this business. With the largest brick and mortar retail footprint in the country, we are aligning our store base with our Cash Offer operation to drive efficiencies in both the buying and retailing of pre-owned products. In addition, we plan to pilot our first standalone, brick & mortar, pre-owned dealership in 2024, which will leverage our RideNow brand and a store operations team with more than 30 years of retail know-how.

Effectively allocate the capital we create through operations, including strategic accretive acquisitions. Our decisions around capital allocation will always be guided by our First Principle which is to create the greatest long-term per-share value. We continually evaluate our dealership footprint and opportunities to strengthen it, whether by adding locations or exiting non-performing ones. With 55% of our common stock held by our Board of Directors and the majority of my compensation directly tied to increasing our stock price, rest assured, we will think and act like true owners at every step of the way.

Our energy and focus will be our Vision 2026 plan and how we will shape the business to drive per share value over the coming years. It might take longer to get there based on macro or industry headwinds or key OEM product lifecycle timing; alternatively, we may get there earlier. But make no mistake, we will never take our eye off our First Principle at every stage of the journey; creating long-term per-share value for our shareholders.

I want to acknowledge and thank key stakeholders for our Company. Our team of employees have done a lot of work over the last few months to develop our Vision 2026 plan and design the measures and activities to make it a reality. They continue to work hard in turning the company around. I also acknowledge the strong relationships with our manufacture partners who deliver great products and support programs to drive our mutual success at retail. Finally, I am grateful to our Board of Directors for their insights and advice and to you, our shareholders, for your confidence in our ability to create value in the coming years.

In closing, I hope you will participate in the Annual Meeting and ask for your support of our directors and the other items described in the accompanying Proxy Statement. Your participation is important, so please exercise your right to vote.

Sincerely,

Michael Kennedy

Chief Executive Officer

901 W. Walnut Hill Lane, Suite 110A

Irving, Texas 75038

NOTICE OF THE 2024 ANNUAL MEETING OFSHAREHOLDERS

You are cordially invited to attend the 2024 Annual Meeting of Shareholders of RumbleOn, Inc., a Nevada corporation (the “Company,” “we,” “us,” or “our”) on Tuesday, June 4, 2024 at 8:00 a.m. Central Time. The Annual Meeting will be held in a virtual format only, via a live webcast on the Internet, with no physical in-person meeting. You will be able to attend, participate, vote and submit questions at the Annual Meeting online by visitingwww.virtualshareholderm eeting.com/RMBL2024 during the meeting.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement:

(1) To elect seven directors, serving for a term until the 2025 Annual Meeting of Shareholders, or until their successors are duly elected and qualified, which we refer to as the “Director Election Proposal”;

(2) To obtain advisory approval of the Company’s executive compensation (“Say on Pay”), which we refer to as the “Say on Pay Proposal”;

(3) To ratify the appointment of BDO USA, P.C. (“BDO”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024, which we refer to as the “Auditor Proposal”; and

(4) To transact any other business that is properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

The Board of Directors recommends that you vote FOR the election of all the director nominees, FOR the advisory approval of the Company’s executive compensation (Say on Pay), and FORthe ratification of the appointment of BDO as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Please refer to the accompanying Proxy Statement for detailed information on each of the proposals and the Annual Meeting.

The close of business on Monday, April 8, 2023 has been fixed as the record date for the Annual Meeting (the “Record Date”). Only holders of record of RumbleOn Class A and Class B common stock on the Record Date are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements of the Annual Meeting. This notice of Annual Meeting, Proxy Statement, proxy card and copy of the Annual Report for the year ended December 31, 2023 are being distributed to shareholders on or about April 24, 2024.

Your vote at the Annual Meeting is important. Even if you plan to attend the Annual Meeting, we ask that you please cast your vote as soon as possible. As more fully described in the accompanying Proxy Statement, you may revoke your proxy and reclaim your right to vote at any time prior to its use.

By order of the Board of Directors:

Steven Pully

Chairman

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OFSHAREHOLDERS TO BE HELD ON JUNE 4, 2024

The accompanying Proxy Statement and the 2023 Annual Report are available at

www. proxyvote.com