UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K

CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 27, 2020
 
RE/MAX Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware	 	001-36101	 	80-0937145	
(State or other jurisdiction of
incorporation or organization)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
 
5075 South Syracuse Street
Denver, Colorado 80237
(Address of principal executive offices, including Zip code)
 
(303) 770-5531
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class	 	Trading Symbol(s)	 	Name of Each Exchange on Which Registered	
Class A Common Stock $0.0001 par value per share	 	RMAX	 	New York Stock Exchange	
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 
 
Item 5.07. Submission of Matters to a Vote of Security Holders.
 
On May 27, 2020, RE/MAX Holdings, Inc. (the “Company”) held its annual meeting of stockholders. At the annual meeting, stockholders voted on the matters described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2020. 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 I directors until the Company's 2023 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	
Joseph DeSplinter	 	28,623,042	 	56,268	 	1,004,076	
 	 	 	 	 	 	 	
Roger Dow	 	28,514,204	 	165,106	 	1,004,076	
 	 	 	 	 	 	 	
Ronald Harrison	 	28,478,147	 	201,163	 	1,004,076	
 	 	 	 	 	 	 	
Laura Kelly	 	28,656,618	 	22,692	 	1,004,076	
 
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	
23,413,453	 	4,690,373	 	575,484	 	1,004,076	
 
Proposal 3: Ratification of KPMG LLP as Independent Registered Public Accounting Firm
 
The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020, with voting results as follows:
 
Votes For	 	Votes Against	 	Votes to Abstain	 	Broker Non-Votes	
29,556,636	 	126,442	 	308	 	0	

 

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: June 2, 2020	By:	/s/ Adam Lindquist Scoville	
 	 	Adam Lindquist Scoville	
 	 	Vice President, General Counsel, and Secretary