secwatch / observer
8-K filed May 31, 2023, 7:59 PM ET ticker RMAX CIK 0001581091
leadership confidence high sentiment neutral materiality 0.50

Gail Liniger retires from RE/MAX board; named Vice Chair Emerita; Norman Jenkins elected director

RE/MAX Holdings, Inc.

Executive movements

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Departed

Gail Liniger

Vice Chair
RMAX · RE/MAX Holdings, Inc.
Effective
2023-05-25
Filed
May 31, 2023, 7:59 PM ET
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.
Appointed

Gail Liniger

Vice Chair Emerita
RMAX · RE/MAX Holdings, Inc.
Effective
2023-05-25
Filed
May 31, 2023, 7:59 PM ET
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.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Gail Liniger retired as Vice Chair at RE/MAX Holdings, Inc..

Action
retired
Role
Vice Chair
Exact text from the filing
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.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Gail Liniger was appointed as Vice Chair Emerita at RE/MAX Holdings, Inc..

Action
designated
Role
Vice Chair Emerita
Exact text from the filing
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.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

RE/MAX Holdings, Inc.: Added Section 3.11 to bylaws authorizing appointment of Director Emeritus and eliminated stockholder list requirement due to DGCL amendment (effective 2023-05-25).

Change
bylaw amendment
Effective
2023-05-25
Exact text from the filing
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).
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

RE/MAX Holdings, Inc. shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation at the 2023-05-24 meeting.

Proposal
say on pay frequency
Outcome
passed
Meeting
2023-05-24
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

RE/MAX Holdings, Inc. shareholders approved Election of Directors at the 2023-05-24 meeting.

Proposal
director election
Outcome
passed
Meeting
2023-05-24
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

RE/MAX Holdings, Inc. shareholders approved Approval of the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan at the 2023-05-24 meeting.

Proposal
equity plan
Outcome
passed
Meeting
2023-05-24
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

RE/MAX Holdings, Inc. shareholders approved Advisory vote to approve the compensation of named executive officers at the 2023-05-24 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-05-24
Exact text from the filing
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
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

RE/MAX Holdings, Inc. shareholders approved Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm at the 2023-05-24 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2023-05-24
Exact text from the filing
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
View on SEC.gov

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RE/MAX Holdings, Inc. filing history →

Source: SEC EDGAR
accession 0001104659-23-066623
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