RE/MAX Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Amendment to the Company’s 2023 Omnibus Incentive Plan
As further discussed in Item 5.07 below, on May 14, 2025, RE/MAX Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan to increase the number of shares of our Class A common stock authorized for issuance thereunder by 2,800,000 shares. The material terms of the amendment were described in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 3, 2025 (the “Proxy Statement”). The description of the amendment in the Proxy Statement is incorporated by reference herein and a copy of the amendment is filed herewith as Exhibit 10.2.
Bonus Plan
On May 15, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved a bonus program under which the Company’s Chief Executive Officer may award special one-time cash bonuses to senior officers of the Company, including Named Executive Officers (the “Bonus Plan”). The Bonus Plan is designed to incentivize the management team to identify new opportunities for revenue growth and profitability. The Bonus Plan provides for a one-time cash bonus that will be paid to participants if, in any quarter up to and including the quarter ending December 31, 2027, the Company meets either the revenue or Adjusted EBITDA target set forth in the Bonus Plan. The performance targets established under the Bonus Plan are intended to be rigorous and reflect ambitious financial goals aligned with the Company’s long-term growth strategy.
The Bonus Plan provides for a one-time cash bonus equal to each recipient’s annual base salary at the time the target under the Bonus Plan is met (the “Bonus”). If neither target is met before December 31, 2027, the Bonus will not be paid. The Bonus will be paid a maximum of one time, even if the target is met in more than one quarter. The Committee retains discretion to decline to pay the Bonus or to pay only a portion of the Bonus in the event the Committee determines that the Company’s revenue and/or Adjusted EBITDA in the quarter in which a Target was met does not indicate a sustainable level of revenue or Adjusted EBITDA. Revenue and Adjusted EBITDA contributions from any acquisitions by the Company will count towards the targets in the Committee’s discretion, and a pro-rated portion of the Bonus could be paid in the event of a sale of the Company.
The foregoing description of the Bonus Plan does not purport to be complete and is qualified in its entirety by reference to the form of bonus agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 14, 2025, the Company held its Annual Meeting. At the Annual Meeting, stockholders voted on the matters described in the Proxy Statement. The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal 1: Election of Directors
The Company's stockholders elected the persons listed below to serve as Class III directors until the Company’s 2028 annual meeting of stockholders or until their successors are duly elected and qualified, with voting results as follows:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||||
| David Liniger | 27,475,609 | 665,346 | 2,048,336 | ||||||
| Annita Menogan | 27,829,064 | 311,891 | 2,048,336 | ||||||
| Teresa Van De Bogart | 27,696,561 | 444,394 | 2,048,336 |
Proposal 2: Advisory vote to approve the compensation of Named Executive Officers
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, with voting results as follows:
| Votes For | Votes Against | Votes to Abstain | Broker Non-Votes | |||||||||||
| 25,914,739 | 2,146,179 | 80,037 | 2,048,336 | |||||||||||
Proposal 3: Amendment to the Company’s 2023 Omnibus Incentive Plan
The Company’s stockholders approved an amendment to the Company’s 2023 Omnibus Incentive Plan, with voting results as follows:
| Votes For | Votes Against | Votes to Abstain | Broker Non-Votes | |||||||||||
| 18,625,953 | 9,433,315 | 81,687 | 2,048,336 | |||||||||||
Proposal 4: Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, with voting results as follows:
| Votes For | Votes Against | Votes to Abstain | Broker Non-Votes | |||||||||||
| 30,020,489 | 144,503 | 24,299 | 0 | |||||||||||
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
| 10.1 | Form of Bonus Agreement (Exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplemental copies of any omitted exhibits upon request by the SEC.) |
| 10.2 | Amendment to RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RE/MAX HOLDINGS, INC. | ||
| Date: May 20, 2025 | By: | /s/ Karri Callahan |
| Karri Callahan | ||
| Chief Financial Officer | ||