RE/MAX Holdings,Inc. (NYSE:RMAX) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ME Staff 8-k

7 years ago

RE/MAX Holdings,Inc. (NYSE:RMAX) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February22, 2018, the Board of Directors (the “Board”) of RE/MAX Holdings,Inc. (the “Company”) approved the Company’s Amended and Restated Bylaws (the “Bylaws”), which include amendments (i)to formally establish the position of Lead Independent Director of the Board (the “Lead Independent Director”) within the Bylaws, (ii)to clarify certain rights and authority of the Lead Independent Director and the office of Chair of the Board, and (iii)to address certain other technical and conforming amendments.

The foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws filed as Exhibit3.1 to this Current Report on Form8-K, which is marked to show changes to the bylaws of the Company previously in effect and which is incorporated by reference herein.

Item 5.05. Amendments to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

A special committee of independent directors (the “Special Committee”) has concluded, as a result of an internal investigation, that David Liniger and Adam Contos violated the Company’s Code of Ethics by engaging in certain transactions and by failing to report those transactions to the Company. The transactions consisted of a loan of personal funds from Liniger to Contos and cash and non-cash gifts from David and Gail Liniger to Contos. The Special Committee also identified instances of noncompliance by Liniger with the Code of Ethics and other Company policies related to workplace conduct.

The Special Committee concluded that credible evidence does not substantiate that Liniger and Contos intentionally failed to disclose the loan or gifts.

The violations of the Code of Ethics and other Company policies identified by the Special Committee have not been waived.

Item 7.01 Regulation FD Disclosure. *

On February22, 2018, the Company issued a press release announcing the conclusion of the previously disclosed internal investigation (the “Investigation”) by the Special Committee. A copy of the press release is filed as Exhibit99.1 to this Current Report on Form8-K and is incorporated by reference herein.

On February22, 2018, the Board adopted a Lead Independent Director Charter (the “Lead Independent Director Charter”), in order to expand the role of the Lead Independent Director and specify certain additional responsibilities of the Lead Independent Director.

A copy of the Lead Independent Director Charter is filed as Exhibit99.2 to this Current Report on Form8-K and is also available on the investor relations section of the Company’s website, www.remax.com, by selecting “Investor Relations” and then “Corporate Governance.”

Item 9.01. Financial Statements and Exhibits. *

* The information contained in Item 7.01, and Exhibits 99.1 and 99.2 of Item 9.01 of this Current Report on Form8-K is being “furnished” and shall not be deemed “filed” for purposed of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth by specific reference in such filing.

RE/MAX Holdings, Inc. ExhibitEX-3.1 2 a18-6713_2ex3d1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF RE/MAX HOLDINGS,…To view the full exhibit click here
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.