RE/MAX Holdings, Inc. (NYSE:RMAX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May 24, 2017, the Board of Directors (the Board) of RE/MAX
Holdings, Inc. (the Company) appointed Adam Contos as Co-Chief
Executive Officer, to serve alongside Dave Liniger, effective May
30, 2017. Mr. Liniger will continue to serve as Co-Chief
Executive Officer, as Chairman, and as the Companys principal
executive officer.
Prior to his appointment as Co-Chief Executive Officer, Mr.
Contos, 45, served as the Companys Chief Operating Officer, a
position he held since January 2016. Mr. Contos has held a
variety of leadership positions at RE/MAX since joining the
Company in 2004, including Senior Vice President, Marketing from
February 2015 through January 2016; Vice President, Region
Development, from August 2013 through February 2014; and Regional
Vice President from 2005 through August 2013.
Also on May 24, 2017, the Board appointed Serene Smith as Chief
Operating Officer to fill the position vacated by Mr. Contos,
effective on May 30, 2017. Ms. Smith, 39, joined RE/MAX in 2006.
She has served as Senior Vice President, Financial Planning and
Business Analytics since January 2016. Prior to that role, she
was Vice President, Financial Planning and Analysis from June
2014 to January 2016 and Vice President, Operational Controller
from May 2010 to June 2014.
On May 23, 2017, the Board appointed Brett Ritchie, Vice
President and Chief Accounting Officer, as the Companys principal
accounting officer, effective immediately. Prior to this
appointment, Karri Callahan, Chief Financial Officer, served as
the Companys principal financial officer and principal accounting
officer. Ms. Callahan will continue to serve as principal
financial officer.
Mr. Ritchie, 45, has served as the companys Vice President and
Chief Accounting Officer since February 2017. He brings over 23
years of accounting experience, much of that with three different
public companies. Prior to joining the Company, Mr. Ritchie was
Vice President and Chief Accounting Officer of Western Union
Business Solutions, a division of Western Union, a position he
held since 2011.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 24, 2017, 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 12,
2017. 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 2020 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 |
41,290,669 |
139,065 |
880,021 |
|
Roger Dow |
40,448,170 |
981,564 |
880,021 |
|
Ronald Harrison |
41,283,173 |
146,561 |
880,021 |
Proposal 2: Advisory vote to approve the compensation of named
executive officers
The Companys stockholders approved, on an advisory basis, the
compensation of the Companys named executive officers, with
voting results as follows:
|
Votes For |
Votes Against |
Votes to Abstain |
Broker Non-Votes |
|
40,902,891 |
514,829 |
12,014 |
880,021 |
Proposal 3: Advisory vote on the frequency of future advisory
votes on executive compensation
The Companys stockholders voted, on an advisory basis, to hold
future advisory votes on executive compensation every three
years, with voting results as follows:
|
Votes For 1 Year |
Votes For 2 Years |
Votes For 3 Years |
Votes to Abstain |
Broker Non-Votes |
|
12,468,608 |
10,288 |
28,940,670 |
10,168 |
880,021 |
After considering the foregoing voting results and consistent
with its recommendation, the Board has decided to hold an
advisory vote on executive compensation every three years until
the next advisory vote on the frequency of advisory votes on
executive compensation.
Proposal 4: 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, 2017, with voting results
as follows:
|
Votes For |
Votes Against |
Votes to Abstain |
Broker Non-Votes |
|
41,885,019 |
421,824 |
2,912 |
0 |
Proposal 5: Approval of the RE/MAX Holdings, Inc. 2013 Omnibus
Incentive Plan
The Companys stockholders approved the RE/MAX Holdings, Inc.
2013 Omnibus Incentive Plan, with voting results as follows:
|
Votes For |
Votes Against |
Votes to Abstain |
Broker Non-Votes |
|
29,702,640 |
11,713,595 |
13,499 |
880,021 |
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on May 30, 2017 regarding
certain of the leadership changes discussed in Item 5.02. A
copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
|
Exhibit No. |
Description of Exhibit |
|
99.1 |
Press release dated May 30, 2017 |
About RE/MAX Holdings, Inc. (NYSE:RMAX)
RE/MAX Holdings, Inc. is a franchisor of real estate brokerage services. The Company is engaged in the business of recruiting and retaining agents, and selling franchises. The Company operates in two segments: Real Estate Franchise Services and Brokerages. The Real Estate Franchise Services segment comprises the operations of its owned and independent global franchising operations, and corporate-wide professional services expenses. The Brokerages segment contains the operations of its owned brokerage offices in the United States, the results of operations of a mortgage brokerage company, in which it owns a non-controlling interest and reflects the elimination of intersegment revenue and other consolidation entities. Its franchisees operate under the RE/MAX brand name. In the United States and Canada, it owns over 10 of over 30 regional franchises, representing over 55% of its the United States and Canada agent count. The remaining over 20 regional franchises are Independent Regions. RE/MAX Holdings, Inc. (NYSE:RMAX) Recent Trading Information
RE/MAX Holdings, Inc. (NYSE:RMAX) closed its last trading session down -1.25 at 54.00 with 69,314 shares trading hands.
