Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Gail Liniger Retirement; Appointment as Vice Chair Emerita
On May 25, 2023, Gail Liniger, Vice Chair of the Board of Directors
(the “Board”) of RE/MAX Holdings, Inc. (the “Company”) and Co-Founder of RE/MAX, informed the Board of her retirement
from the Board, effective immediately. Ms. Liniger’s retirement is not the result of any disagreement with the Company on any matter
relating to the Company’s operations, policies, or practices.
On May 25, 2023, the Board designated Ms. Liniger as Director Emerita
and Vice Chair Emerita, in accordance with Section 3.12 of the Company’s Amended and Restated Bylaws (the “Bylaws”),
as amended by the amendment described in Item 5.03 of this Current Report on Form 8-K, with an initial term ending at the Company’s
2024 Annual Meeting of Stockholders.
Approval of Change in Control Severance Plan
On May 24, 2023, the Compensation Committee of the Board (the “Committee”)
approved and adopted a Change in Control Severance Plan (the “Change in Control Severance Plan”). The Change in Control Severance
Plan applies to certain of the Company’s employees and executive officers, including all of the Company’s current Named Executive
Officers (as such term is defined in Item 402 of Regulation S-K) as of the date of this filing.
The Change in Control Severance Plan provides for benefits in the event
of termination of a participant’s employment within two years following a “change in control,” either by the Company
without “cause” or by the participant for “good reason” (either, a “Qualifying Termination”). “Change
in control,” “cause,” and “good reason” are each defined in the Change in Control Severance Plan.
In the event of a Qualifying Termination,
subject to signing a release and restrictive covenant agreement and other terms and conditions set forth in the Change in Control
Severance Plan, each participant would receive a lump sum cash payment equal to the sum of: (i) the sum of participant’s
annual base salary and target bonus multiplied by the participant’s severance multiple (2.5x for the Company’s CEO and
2.0x for the other Named Executive Officers); (ii) the participant’s prior year’s bonus based on actual performance, if
unpaid at the time of termination; and (iii) a pro rata portion of the participant’s current year’s bonus at the target
level. In addition, each participant would be entitled to a period of continued benefits (30 months for the Company’s CEO and
24 months for other Named Executive Officers) and accelerated vesting of equity awards in accordance with the terms of the Change in
Control Severance Plan.
The above
description of the Change in Control Severance Plan is qualified in its entirety by reference to the full text of the Change in Control
Severance Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Approval of Severance and Retirement Plan
On May 24, 2023, the Committee approved a Severance and Retirement
Plan (the “Severance and Retirement Plan”). The Severance and Retirement Plan provides benefits to eligible employees and
executive officers of RE/MAX, LLC (an indirect subsidiary of the Company) and its subsidiaries (collectively, the “Employer”),
including all current Named Executive Officers, in the event of (i) involuntary termination of their employment due to position elimination,
reduction in force, or other circumstances that the Employer determines should result in payment of benefits, or (ii) voluntary termination
of employment due to retirement for employees who meet the retirement eligibility criteria in the Severance and Retirement Plan, subject
in both cases to certain restrictions set forth in the Severance and Retirement Plan. In order to be eligible, an employee must have been
a part-time or full-time employee of the Employer for at least three months at the time of a qualifying termination. The amount of severance
pay is determined based on years of service, regular base salary, and position. Payment of severance or retirement benefits is conditioned
upon the employee signing an agreement and release in a form provided by the Employer that (i) provides a comprehensive release of
claims against the Employer and (ii) contains non-solicitation and non- disparagement provisions.
Executive officers who are eligible to receive severance pay under
the Severance and Retirement Plan would be entitled to the following benefits in the event of their involuntary termination: (i) salary
continuation for a period of 10 months if employed with the Employer for less than two years or 12 months if employed with the Employer
for more than two years (or, for the Company’s CEO, 12 months if employed with the Employer for less than two years and 18 months
if employed with the Employer for more than two years); (ii) a health benefits stipend for the duration of the salary continuation period;
(iii) twelve months of outplacement services; and (iv) a pro-rated bonus if the executive officer’s termination occurs after June 30
of any year.
Executive officers who are eligible to receive retirement benefits
under the Severance and Retirement Plan would be entitled to the following benefits in the event of their voluntary retirement: (i) accelerated
vesting of time-based restricted stock units upon retirement; (ii) continued vesting of performance-based restricted stock units following
retirement as though the participant’s service had not terminated; and (iii) a pro-rated bonus if the executive officer’s
retirement occurs after June 30 of any year.
The Severance and Retirement Plan replaces the Severance Pay Benefit
Plan adopted by the Company on December 4, 2018.
The above description of the Severance and Retirement Plan is qualified
in its entirety by reference to the full text of the Severance and Retirement Plan, which is attached hereto as Exhibit 10.2 and
is incorporated herein by reference.
RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan
The Board
previously approved, subject to stockholder approval, the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”).
The 2023 Plan provides for the issuance of up to 2,811,051 shares of the Company’s Class A common stock, $0.0001par value
per share, pursuant to awards granted under the 2023 Plan, plus shares covered by awards granted under the RE/MAX Holdings, Inc. 2013
Omnibus Incentive Plan if the award (or a portion of such award) is forfeited, is canceled, or expires without the issuance of shares
or, except with respect to options and stock appreciation rights, if the shares underlying such award are surrendered or withheld in satisfaction
of tax withholding obligations after the effective date of the 2023 Plan. On May 24, 2023, the Company’s stockholders voted to approve
the 2023 Plan, and the 2023 Plan became effective upon such approval.
The 2023 Plan is described in more detail in the Company’s Definitive
Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2023 (the “Proxy Statement”),
which description is incorporated by reference herein. The description of the 2023 Plan in the Proxy Statement and herein are qualified
in their entirety by reference to the 2023 Plan, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On May 25, 2023, and effective on the same date, the Board adopted
an amendment to the Bylaws, which adds a provision (Section 3.11) that provides the Board with the authority to appoint a Director Emeritus
(including the authority to designate any Director Emeritus who is a former Chair or Vice Chair of the Board as Chair Emeritus or Vice
Chair Emeritus, respectively). Each Director Emeritus will serve for such term as is determined by the Board or until such Director Emeritus’s
earlier death, resignation, retirement, or removal (for any reason or no reason by vote of a majority of the Board). Directors Emeritus
may attend Board meetings as invited by the Board and may attend meetings of any Board committee at the invitation of such committee,
but they are not entitled to notice of any such meetings or to vote or be counted for quorum purposes at any such meetings.
The Bylaws amendment also eliminates the requirement that a list of
stockholders be made available during a stockholders’ meeting to reflect the amendments to Section 219 of the Delaware General Corporation
Law, which no longer requires that a stockholder list be made available during a stockholders’ meeting.
The foregoing description of the Bylaws is qualified in its entirety
by reference to the full text of Amendment No. 1 to the Bylaws, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 24, 2023, the Company held its annual meeting of stockholders.
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 I directors until the Company’s 2026 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 | |
| Roger Dow | |
| 24,505,370 | | |
| 3,026,299 | | |
| 766,280 | |
| Norman Jenkins | |
| 24,912,432 | | |
| 2,619,237 | | |
| 766,280 | |
| Laura Kelly | |
| 24,698,448 | | |
| 2,833,221 | | |
| 766,280 | |
| Katherine Scherping | |
| 23,714,101 | | |
| 3,817,568 | | |
| 766,280 | |
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 | |
| | 24,732,525 | | |
| 230,759 | | |
| 2,568,385 | | |
| 766,280 | |
Proposal 3: Advisory vote on the frequency of future advisory
votes on executive compensation
The Company’s stockholders voted, on an advisory basis, to hold
future advisory votes on executive compensation every year, with voting results as follows:
| Votes For 1 Year | | |
Votes For 2 Years | | |
Votes For 3 Years | | |
Votes to Abstain | | |
Broker Non-Votes | |
| | 26,262,109 | | |
| 2,993 | | |
| 1,264,970 | | |
| 1,597 | | |
| 766,280 | |
After considering the foregoing voting results and consistent with
its recommendation, the Board has decided to hold an advisory vote on executive compensation every year.
Proposal 4: Approval of the RE/MAX Holdings, Inc. 2023 Omnibus
Incentive Plan
The Company’s stockholders approved the RE/MAX Holdings, Inc.
2023 Omnibus Incentive Plan, with voting results as follows:
| Votes For | | |
Votes Against | | |
Votes to Abstain | | |
Broker Non-Votes | |
| | 19,480,979 | | |
| 8,038,305 | | |
| 12,385 | | |
| 766,280 | |
Proposal 5: 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, 2023, with voting
results as follows:
| Votes For | | |
Votes Against | | |
Votes to Abstain | | |
Broker Non-Votes | |
| | 28,204,309 | | |
| 92,593 | | |
| 1,047 | | |
| 0 | |