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): May 2, 2024

_______________________________

Anywhere Real Estate Inc.

(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.)

_______________________________

Anywhere Real Estate 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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Anywhere Real Estate Inc.	Common Stock, par value $0.01 per share	HOUS	New York Stock Exchange
Anywhere Real Estate Group LLC	None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 2, 2024, Anywhere Real Estate Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). At the close of business on March 6, 2024, the record date of the 2024 Annual Meeting, there were 111,085,164 shares of common stock issued and outstanding. Holders of 103,360,176 shares of common stock were present at the 2024 Annual Meeting, either in person or by proxy, which constituted a quorum for purposes of conducting business at the 2024 Annual Meeting.

At the 2024 Annual Meeting, the following matters were submitted to a vote of stockholders of the Company and the voting results were as follows:

1. Election of Directors: The thirteen nominees named in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 19, 2024 (the "Proxy Statement") were elected to serve a one-year term expiring at the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified, based upon the following votes:

Director Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Fiona P. Dias	90,855,849	3,048,407	28,225	9,427,695
Matthew J. Espe	89,180,058	4,723,300	29,123	9,427,695
V. Ann Hailey	87,639,547	6,265,268	27,666	9,427,695
Bryson R. Koehler	92,999,940	902,690	29,851	9,427,695
Joseph Z. Lenz	93,081,089	822,333	29,059	9,427,695
Duncan L. Niederauer	90,954,668	2,949,062	28,751	9,427,695
Egbert L.J. Perry	91,320,334	2,582,516	29,631	9,427,695
Ryan M. Schneider	92,870,150	1,034,232	28,099	9,427,695
Enrique Silva	90,838,746	3,065,421	28,314	9,427,695
Sherry M. Smith	91,238,918	2,665,567	27,996	9,427,695
Christopher S. Terrill	90,953,247	2,950,129	29,105	9,427,695
Felicia Williams	92,991,346	913,774	27,361	9,427,695
Michael J. Williams	88,116,729	5,786,996	28,756	9,427,695

2. Advisory Vote of the Compensation of our Named Executive Officers: The proposal to approve, on an advisory basis, the compensation of the named executive officers of Anywhere Real Estate Inc., as described in the Proxy Statement, was approved by the following votes:

Votes For	Votes Against	Abstentions	Broker Non-Votes
50,023,840	43,881,932	26,709	9,427,695

3. Ratification of Appointment of Independent Registered Accounting Firm: The appointment of PricewaterhouseCoopers LLP to serve as Anywhere Real Estate Inc.'s independent registered accounting firm for fiscal year 2024 was ratified as follows:

Votes For	Votes Against	Abstentions
99,694,541	2,875,812	789,823

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.

ANYWHERE REAL ESTATE INC.
By:	/s/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer

Date: May 3, 2024

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.

ANYWHERE REAL ESTATE GROUP LLC
By:	/s/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer

Date: May 3, 2024

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Cover Page and DEI	May 02, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 02, 2024
Entity Registrant Name	Anywhere Real Estate Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35674
Entity Tax Identification Number	20-8050955
Entity Address, Address Line One	175 Park Avenue
Entity Address, City or Town	Madison
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07940
City Area Code	973
Local Phone Number	407-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	HOUS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001398987
Anywhere Real Estate Group LLC
Entity Information [Line Items]
Entity Registrant Name	Anywhere Real Estate Group LLC
Entity Incorporation, State or Country Code	DE
Entity File Number	333-148153
Entity Tax Identification Number	20-4381990
Entity Central Index Key	0001355001