0001398987-16-000149.txt : 20160128 0001398987-16-000149.hdr.sgml : 20160128 20160128161902 ACCESSION NUMBER: 0001398987-16-000149 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160127 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20160128 DATE AS OF CHANGE: 20160128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REALOGY HOLDINGS CORP. CENTRAL INDEX KEY: 0001398987 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 208050955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35674 FILM NUMBER: 161369147 BUSINESS ADDRESS: STREET 1: 175 PARK AVENUE CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 973-407-2000 MAIL ADDRESS: STREET 1: 175 PARK AVENUE CITY: MADISON STATE: NJ ZIP: 07940 FORMER COMPANY: FORMER CONFORMED NAME: Realogy Holdings Corp. DATE OF NAME CHANGE: 20120921 FORMER COMPANY: FORMER CONFORMED NAME: Domus Holdings Corp. DATE OF NAME CHANGE: 20120914 FORMER COMPANY: FORMER CONFORMED NAME: Realogy Holdings Corp. DATE OF NAME CHANGE: 20120910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REALOGY GROUP LLC CENTRAL INDEX KEY: 0001355001 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE AGENTS & MANAGERS (FOR OTHERS) [6531] IRS NUMBER: 204381990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-148153 FILM NUMBER: 161369148 BUSINESS ADDRESS: STREET 1: 175 PARK AVENUE CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 973-407-2000 MAIL ADDRESS: STREET 1: 175 PARK AVENUE CITY: MADISON STATE: NJ ZIP: 07940 FORMER COMPANY: FORMER CONFORMED NAME: REALOGY CORP DATE OF NAME CHANGE: 20060303 8-K 1 form8-k.htm FORM 8-K 8-K


______________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________________ 
FORM 8-K
_______________________________ 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 28, 2016 (January 27, 2016)
_______________________________ 
Realogy Holdings Corp.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
001-35674 
 
20-8050955
 
 
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
_______________________________ 
Realogy Group LLC
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
333-148153
 
20-4381990
 
 
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
_______________________________ 
175 Park Avenue
Madison, NJ 07940
(Address of principal executive offices) (Zip Code)
(973) 407-2000
(Registrant’s telephone number, including area code)
None
(Former name or former address if changed since last report)
_______________________________ 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

______________________________________________________________________________________________________




Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 27, 2016, Duncan Niederauer was appointed to the Board of Directors (the “Board”) of Realogy Holdings Corp. (“Realogy Holdings”) and the Board of Managers of Realogy Holdings' indirect wholly owned subsidiary, Realogy Group LLC. The Realogy Holdings Board has not yet determined the committees of the Board on which Mr. Niederauer will serve.
Mr. Niederauer has been determined by the Board to be an independent director for purposes of the listing standards of The New York Stock Exchange. With Mr. Niederauer’s appointment, the Realogy Holdings Board now consists of 10 directors, eight of whom are independent directors.
Mr. Niederauer, age 56, served as chief executive officer of NYSE Euronext (the “NYSE”) from December 2007 until the NYSE’s merger with Intercontinental Exchange in November 2013, and thereafter continued to serve as chief executive officer of the NYSE until his retirement in August 2014. Mr. Niederauer previously worked at Goldman Sachs for 22 years, where he was a partner and co-Head of the Equities Division Execution Services and Head of Electronic Trading and e-Commerce Strategy.
Mr. Niederauer will receive compensation for his service as a Realogy Holdings director in accordance with the Realogy Holdings' director compensation guidelines set forth in the Company’s annual proxy statement.
There have been no transactions and there are no currently proposed transactions in which the Realogy Holdings or Realogy Group was or is to be a participant and in which Mr. Niederauer had or will have a direct or indirect material interest that requires disclosure pursuant to Item 404(a) of Regulation S-K.







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REALOGY HOLDINGS CORP.
 
 
 
By:
 
/s/ ANTHONY E. HULL
Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer
Date: January 28, 2016


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REALOGY GROUP LLC
 
 
 
By:
 
/s/ ANTHONY E. HULL
Anthony E. Hull, Executive Vice President, Chief Financial Officer and Treasurer
Date: January 28, 2016