{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-066623","form_type":"8-K","ticker":"RMAX","cik":"0001581091","company_name":"RE/MAX Holdings, Inc.","filed_at":"2023-05-31T23:59:59+00:00","discovered_at":"2026-05-14T18:03:39.505890+00:00","generated_at":"2026-06-14T10:27:59.248691+00:00","sec_items":["5.02","5.03","5.07","7.01","9.01"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Gail Liniger retires from RE/MAX board; named Vice Chair Emerita; Norman Jenkins elected director","bullets":["Co-founder Gail Liniger retired as Vice Chair effective May 25, 2023, appointed Vice Chair Emerita with initial term through 2024 annual meeting.","Norman Jenkins (Capstone Development CEO) elected to board, succeeding retiring director Ronald Harrison.","Stockholders approved 2023 Omnibus Incentive Plan authorizing up to 2,811,051 new shares of Class A common stock.","Compensation Committee adopted a Change in Control Severance Plan with 2.5x (CEO) and 2.0x (other NEOs) severance multiples.","New Severance and Retirement Plan replaces prior 2018 plan; provides salary continuation up to 18 months for CEO on involuntary termination."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-066623","json":"https://secwatch.observer/filing/0001104659-23-066623.json","markdown":"https://secwatch.observer/filing/0001104659-23-066623.md","text":"https://secwatch.observer/filing/0001104659-23-066623.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1581091/000110465923066623/0001104659-23-066623-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1581091/000110465923066623/tm2317414d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T10:27:59.248691+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3861ad7431","claim":"Gail Liniger retired as Vice Chair at RE/MAX Holdings, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1581091/000110465923066623/0001104659-23-066623-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"retired"},{"label":"Role","value":"Vice Chair"}],"fact_type":"executive_change"},{"claim_id":"aecd572771","claim":"Gail Liniger was appointed as Vice Chair Emerita at RE/MAX Holdings, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1581091/000110465923066623/0001104659-23-066623-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"designated"},{"label":"Role","value":"Vice Chair Emerita"}],"fact_type":"executive_change"},{"claim_id":"f990871ef317bf72d40d93e0e2976f63b04b2926","claim":"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).","evidence_excerpt":"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).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1581091/000110465923066623/0001104659-23-066623-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-05-25"}],"fact_type":"governance_change"},{"claim_id":"14e77d162868983a1b6fc83b38fdceef71cbbfe7","claim":"RE/MAX Holdings, Inc. shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation at the 2023-05-24 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1581091/000110465923066623/0001104659-23-066623-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-24"}],"fact_type":"shareholder_vote"},{"claim_id":"18502e4383a7e524e2f57c6ca6f2c440c878ad22","claim":"RE/MAX Holdings, Inc. shareholders approved Election of Directors at the 2023-05-24 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1581091/000110465923066623/0001104659-23-066623-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-24"}],"fact_type":"shareholder_vote"},{"claim_id":"27a5aa0d1ecd6d1ac5d7ad8ccd98d1c795f3486e","claim":"RE/MAX Holdings, Inc. shareholders approved Approval of the RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan at the 2023-05-24 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1581091/000110465923066623/0001104659-23-066623-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-24"}],"fact_type":"shareholder_vote"},{"claim_id":"3ac91fc614a403f6b3033b8a2e914b3f99464376","claim":"RE/MAX Holdings, Inc. shareholders approved Advisory vote to approve the compensation of named executive officers at the 2023-05-24 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1581091/000110465923066623/0001104659-23-066623-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-24"}],"fact_type":"shareholder_vote"},{"claim_id":"95edd49016469f07199659c2bd53dcb4a0dafe9b","claim":"RE/MAX Holdings, Inc. shareholders approved Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm at the 2023-05-24 meeting.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1581091/000110465923066623/0001104659-23-066623-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-24"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}