Sector: Communication
RUMBLE INC CLASS A · Meeting: June 11, 2026
Directors FOR
3
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Against Analysis
Pavlovski has served as a director since September 2022, giving him full tenure overlap with Rumble's severe stock underperformance — the stock fell 26.5% over three years while the XLC communication services ETF rose 107.3%, a gap of 133.8 percentage points that far exceeds the 30-point threshold required to trigger a vote against; the five-year record is equally poor (-33.4% vs. the ETF), so no mitigation applies.
Cappuccio has served since September 2022 and has full tenure overlap with Rumble's significant stock decline; over three years the stock underperformed the XLC ETF by 133.8 percentage points, well beyond the 30-point trigger threshold, and the five-year return is similarly poor, so no 5-year mitigation applies.
Milnes has served since September 2022 with full tenure overlap with Rumble's severe stock underperformance (133.8 percentage points below the XLC ETF over three years, far exceeding the 30-point threshold), and the five-year record provides no mitigation; additionally, Milnes is CEO of Cosmic Development, a company that receives approximately $3.3 million annually in service fees from Rumble, which is a significant related-party relationship that raises independence concerns even though the board classifies him as non-independent.
For Analysis
Biber joined the board in January 2025, which is within the 24-month new-director exemption under the policy, so the TSR underperformance trigger does not apply to her; she brings relevant legal and technology expertise and serves on the audit committee as an independent director.
Evershed joined the board in March 2025, which is within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; he brings substantial investment banking and financial expertise and serves as audit committee chair, and the proxy confirms all directors met the 75% meeting attendance threshold.
Naumoff joined the board in November 2024, which is within the 24-month new-director exemption, so the TSR underperformance trigger does not apply; the proxy discloses that his son is a non-executive salaried employee, which is a relationship worth noting but does not rise to the level of a familial tie to senior management that would require a vote against under the policy.
Three of the six director nominees — Pavlovski (CEO/founder), Cappuccio, and Milnes — have served since September 2022 and bear full accountability for Rumble's severe stock underperformance: the stock fell 26.5% over three years while the XLC communication services ETF rose 107.3%, a gap of 133.8 percentage points that far exceeds the policy's 30-point trigger threshold for companies with negative absolute returns; the five-year record is equally poor, so no mitigation applies for any of the three. The three newer directors — Biber (January 2025), Evershed (March 2025), and Naumoff (November 2024) — are all within the 24-month new-director exemption and receive FOR votes.
CEO
Chris Pavlovski
Total Comp
$4,623,727
Prior Support
N/A
Rumble is an emerging growth company and is exempt from the mandatory Say on Pay vote requirement, meaning there is no prior year vote result to reference; however, the compensation structure raises pay-for-performance concerns because the stock fell 26.5% over three years while the XLC ETF rose 107.3% — a gap of 133.8 percentage points — yet the CEO received total compensation of $4,623,727 including above-benchmark variable pay (bonus of $229,239, stock awards of $620,591, and option awards of $1,861,997), which is inconsistent with the shareholder experience over the same period. Additionally, $807,076 of the CEO's 'other compensation' consists of a tax advance paid by the company on his behalf, which, while described as reimbursable, functions as an interest-free loan from shareholders and is a governance concern; taken together, the incentive pay is not aligned with the significant stock underperformance shareholders have experienced.
Auditor
Baker Tilly US, LLP
Tenure
1 yrs
Audit Fees
$1,665,162
Non-Audit Fees
$106,575
Baker Tilly was appointed in June 2025 following the merger of predecessor auditor Moss Adams into Baker Tilly, giving it less than one year of tenure — far below the 25-year threshold that would raise independence concerns; the non-audit fees of $106,575 (consisting of internal controls reporting work) represent approximately 6.4% of audit fees of $1,665,162, well below the 50% threshold that would trigger a vote against.
Rumble's 2026 annual meeting presents two formal proposals — director elections and auditor ratification — with no mandatory Say on Pay vote (the company is exempt as an emerging growth company, though compensation concerns are addressed above as an analytical matter). The key governance concern is severe stock underperformance: Rumble's shares have fallen 26.5% over three years while the XLC communication services ETF rose 107.3%, a gap that triggers against votes for the three longest-serving directors (Pavlovski, Cappuccio, and Milnes); the three newer directors added in late 2024 and early 2025 are within the new-director exemption window and receive for votes, and Baker Tilly's ratification is straightforward given its recent appointment and clean fee structure.
