Rumble Inc. appointed Mr. Pavlovski as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


Directors and Executive Officers


Information with respect to the Company's directors and executive officers immediately after the Closing is set forth in the Proxy Statement in the section entitled "Management of the Combined Entity Following the Business Combination" beginning on page 230 of the Proxy Statement/Prospectus, which is incorporated herein by reference.


On September 15, 2022, each of Mr. Pavlovski, Ryan Milnes, Robert Arsov, Paul Cappuccio, Nancy Armstrong and Ethan Fallang was elected by CF VI stockholders to serve as a director of the Company, effective upon consummation of the Business Combination, until the next annual meeting of stockholders following the consummation of the Business Combination and until their respective successors are duly elected and qualified. The current size of the board of directors is six members. Biographical information for these individuals is set forth in the Proxy Statement/Prospectus in the section entitled "Information About Rumble's Management" beginning on page 208 of the Proxy Statement/Prospectus, which is incorporated herein by reference.


The Committees of the Board of Directors


The board of directors appointed Ethan Fallang, Nancy Armstrong and Paul Cappuccio to serve on the Audit Committee, with Mr. Fallang serving as its Chairman. The board of directors appointed Paul Capuccio and Robert Arsov to serve on the Compensation Committee, with Mr. Capuccio serving as its Chairman. The board of directors appointed Robert Arsov, Nancy Armstrong and Ethan Fallang to serve on the Nominating and Governance Committee, with Mr. Arsov as its Chairman. Information with respect to the Company's Audit Committee, Compensation Committee and Nominating and Governance Committee is set forth in the Proxy Statement/Prospectus in the section entitled "Management of the Combined Entity Following the Business Combination-Committees of the Combined Entity Board" beginning on page 230 of the Proxy Statement/Prospectus, which is incorporated herein by reference.


In connection with the consummation of the Business Combination, on September 16, 2022, Mr. Pavlovski was appointed to serve as the Chief Executive Officer, Wojciech Hlibowicki was appointed to serve as Chief Technology Officer, Brandon Alexandroff was appointed to serve as Chief Financial Officer, Tyler Hughes was appointed to serve as Chief Operating Officer, Michael Ellis was appointed to serve as General Counsel and Corporate Secretary and Claudio Ramolo was appointed to serve as Chief Content Officer. The biographical information set forth in the Proxy Statement/Prospectus in the section entitled "Information About Rumble's Management" beginning on page 208 of the Proxy Statement/Prospectus is incorporated herein by reference.


In connection with the Closing, on September 16, 2022 each executive officer and director of CF VI immediately prior to the Closing resigned from his or her respective position of the post-combination company.


Rumble Inc. 2022 Stock Incentive Plan


At the special meeting of stockholders held on September 15, 2022, CF VI shareholders considered and approved the Stock Incentive Plan and reserved 27,121,733 shares of Common Stock for issuance to directors, officers and employees of the Company and its subsidiaries after Closing, subject to an evergreen of 5% for ten years. In addition, upon achievement of either of the earn-out conditions, the number of shares included in the Stock Incentive Plan will be increased by ten percent (10%) of the shares that vest upon achievement of each such condition (including 10% of all Tandem Option Earnout Shares (assuming for this purpose, each Exchanged Company Option has been exercised in full prior to the achievement of such condition). The Stock Incentive Plan was approved by the board of directors of the Company, and became effective, on September 16, 2022. A summary of the material terms of the Stock Incentive Plan is set forth in the Proxy Statement/Prospectus in the section titled "The Stock Incentive Plan Proposal." That summary and the foregoing description are qualified in their entirety by reference to the complete text of the Stock Incentive Plan, which is filed as Exhibit 10.5 hereto and incorporated herein by reference.


Pavlovski RSU Grant and Employment Agreement Amendment


As previously disclosed in the Proxy Statement/Prospectus, Rumble and Mr. Pavlovski entered that certain employment agreement, effective as of September 16, 2022 (the "Employment Agreement"), which is described in the Proxy Statement/Prospectus in the section titled "Key Compensation Actions in 2022 - Pavlovski Employment Agreement", which description is incorporated herein by reference.


On September 16, 2022, the Company granted Mr. Pavlovski restricted stock units covering 1.1 million shares of the Company's Class A Common Stock (the "RSUs") pursuant to the Stock Incentive Plan. The RSUs were granted in lieu of the 1.1 million restricted shares of the Company's Class A Common Stock that Mr. Pavlovski was entitled to be granted pursuant to Employment Agreement and, by signing the grant agreement, Mr. Pavlovski waived his right to receive the restricted stock grant contemplated by the Employment Agreement. Subject to Mr. Pavlovski's continuous employment through the applicable vesting dates, one-third of the RSUs will vest on each of September 16, 2023, September 16, 2024 and September 16, 2025. Additionally, on September 16, 2022, Rumble and Mr. Pavlovski entered into an amendment to the Employment Agreement pursuant to which the parties agreed that Mr. Pavlovski's salary will be paid in Canadian dollars, in lieu of U.S. dollars, and sets the mechanism for the salary to be converted from U.S. dollars into Canadian dollars. The amendment to the Employment Agreement does not alter, amend or supersede any other terms of the Employment Agreement, all of which shall continue in full force and effect. The foregoing summary of certain terms and conditions of the amendment to the Employment Agreement and the RSU grant does not purport to be complete and is qualified in its entirety by reference to the complete text of the amendment to the Employment Agreement and the Restricted Stock Unit Grant Notice and Agreement, both of which are filed as Exhibits 10.19 and 10.20 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.


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