Rumble Inc
For the period ended Jun 14, 2024. Filed Apr 24, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 14, 2024 · Filed Apr 24, 2024
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DEF 14A 1 ea0204515-def14a_rumble.htm DEFINITIVE PROXY STATEMENT
**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
**Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
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. |
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**NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
Friday, June 14, 2024, 10:00 a.m. (Eastern Time)
Virtual Meeting Only — No 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 10:00 a.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 December 31, 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 atvirtualshareholdermeeting.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 visitingproxyvote.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 Class A Common Stock and Class C Common Stock is entitled to one vote per share and each outstanding share of Class D 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 atproxyvote.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 agent’s name and account.
TABLE OF CONTENTS
| GENERAL INFORMATION. | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 2 |
| PROPOSAL NO. 1 — ELECTION OF DIRECTORS | 9 |
| NOMINEES FOR ELECTION FOR A TERM EXPIRING AT THE 2023 ANNUAL MEETING OF STOCKHOLDERS | 9 |
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 11 |
| PROPOSAL NO. 2 — APPROVAL OF THE RUMBLE INC. 2024 EMPLOYEE STOCK PURCHASE PLAN | 17 |
| PROPOSAL NO. 3 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 |
| CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 |
| PRINCIPAL ACCOUNTANT FEES AND SERVICES | 23 |
| PROPOSAL NO. 4 — APPROVAL OF AMENDMENT TO OUR CERTIFICATE OF INCORPORATION | 25 |
| INFORMATION REGARDING EXECUTIVE OFFICERS | 30 |
| EXECUTIVE COMPENSATION | 31 |
| DIRECTOR COMPENSATION | 37 |
| EQUITY COMPENSATION PLAN INFORMATION | 38 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 39 |
| HOUSEHOLDING OF PROXY MATERIALS | 40 |
| OTHER MATTERS | 41 |
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