UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 2.02. Results of Operations and Financial Conditions. *
On August 8, 2024, RE/MAX Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2024. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Company is also disclosing that it may use the remaxholdings.com, investors.remaxholdings.com, remax.com, remax.ca, mottomortgage.com, and wemlo.io websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On August 7, 2024, Kathleen Cunningham informed the Company that she would retire from the Company’s Board of Directors (the “Board”), effective August 19, 2024.
As disclosed in the Company’s definitive proxy statement for its annual meeting of stockholders filed with the Securities and Exchange Commission on April 11, 2024 (the “Proxy Statement”), Ms. Cunningham had previously indicated a desire to retire from the Board in 2024. Ms. Cunningham’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 August 7, 2024, the Board appointed Cathleen Raffaeli to fill the vacancy that will be created by Ms. Cunningham’s retirement. Ms. Raffaeli’s appointment to the Board will be effective on August 19, 2024. She will serve as a Class II member of the Board for a term that expires at the Company’s 2027 annual meeting of stockholders. The Board appointed Ms. Raffaeli to its Audit Committee and Compensation Committee.
Ms. Raffaeli will receive the same compensation that other non-employee directors receive from the Company as previously disclosed in the Company’s Proxy Statement.
There is no arrangement or understanding between Ms. Raffaeli and any other person pursuant to which she was selected as a director. Ms. Raffaeli has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Raffaeli and the Company will enter into the standard Company director indemnification agreement whereby the Company agrees to indemnify, defend and hold its directors harmless from and against losses and expenses incurred as a result of their board service, subject to the terms and conditions provided in the agreement.
Item 9.01. Financial Statements and Exhibits. *
| Exhibit No. | Description |
| 99.1 | Press release issued on August 8, 2024 |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
* The information contained in Items 2.02 and 9.01 and Exhibit 99.1 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth by specific reference in such filing.
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.
| RE/MAX HOLDINGS, INC. | ||
| Date: August 8, 2024 | By: | /s/ Karri Callahan |
| Karri Callahan | ||
| Chief Financial Officer | ||