8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 18, 2016

RE/MAX Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36101	80-0937145
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

5075 South Syracuse Street
Denver, Colorado	80237
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (303) 770-5531

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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 18, 2016, the Board of Directors (the “Board”) of RE/MAX Holdings, Inc. (the “Company”) elected Joseph DeSplinter to the Board and increased the size of the Board to ten members, effective immediately. Mr. DeSplinter was elected as a Class I director. His term will expire at the Company’s 2017 annual meeting of stockholders. The Board has appointed Mr. DeSplinter to serve on the Audit Committee.

Mr. DeSplinter’s compensation for his services as a director will be consistent with the Company’s compensation of other non-employee directors, as disclosed in the Company’s Proxy Statement for the 2015 Annual Meeting of Shareholder filed with the Securities and Exchange Commission on March 27, 2015. The Company intends to enter into its standard form of indemnification agreement with Mr. DeSplinter.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on February 19, 2016 regarding Mr. DeSplinter’s election. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description of Exhibit
99.1	Press release, dated February 19, 2016

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: February 19, 2016	By:	/s/ Adam Lindquist Scoville
		Adam Lindquist Scoville
		Vice President and General Counsel

EX-99.1

Exhibit 99.1

Longtime Denver CPA joins RE/MAX Board of Directors

DENVER, Feb. 19, 2016 /PRNewswire/ -- Joseph DeSplinter has accepted a position on the RE/MAX Holdings, Inc. Board of Directors. In 2014, he retired from Ernst & Young as a Professional Practice Director in New York. He also served the firm as a Managing Partner in both Denver and Phoenix. DeSplinter has nearly 40 years of management and accounting experience, with an emphasis on public company management. DeSplinter becomes the 10th member of the RE/MAX board and has been appointed to serve on the audit committee.

  

"Joe's career is an impressive one and he has an extensive background in management and SEC reporting that makes him a perfect addition to our Board," said Dave Liniger, CEO, Co-Founder and Chairman of RE/MAX, LLC. "His many years in professional practice with a variety of public companies has given him a wealth of experience to draw upon in providing valuable guidance to our Board."

After a career spanning 39 years, Joe DeSplinter retired from Ernst & Young, where he focused on private equity, technology, real estate, financial services and SEC reporting matters. His responsibilities included initial public offerings, due diligence procedures and business combinations.

DeSplinter holds a Certified Public Accountant license in Arizona, California, Colorado, Illinois and New York. He earned a Bachelor of Science in Business and Accounting from Northern Illinois University and also completed executive programs at the Kellogg Graduate School of Management at Northwestern University.

Currently, DeSplinter serves on the Board of Directors and audit committees of Adolfson & Peterson Construction, and the Catholic Foundation of Northern Colorado.

DeSplinter has been active with many community groups. He has also been a soccer and little league coach and was a Little League board member.

About the RE/MAX Network:
RE/MAX was founded in 1973 by Dave and Gail Liniger, with an innovative, entrepreneurial culture affording its agents and franchisees the flexibility to operate their businesses with great independence. Over 100,000 agents provide RE/MAX a global reach of nearly 100 countries. Nobody sells more real estate than RE/MAX when measured by residential transaction sides.

RE/MAX, LLC, one of the world's leading franchisors of real estate brokerage services, is a wholly-owned subsidiary of RMCO, LLC, which is controlled and managed by RE/MAX Holdings, Inc. (NYSE:RMAX).

With a passion for the communities in which its agents live and work, RE/MAX is proud to have raised more than $150 million for Children's Miracle Network Hospitals® and other charities.

For more information about RE/MAX, to search home listings or find an agent in your community, please visit www.remax.com. For the latest news about RE/MAX, please visit www.remax.com/newsroom.

Logo - https://photos.prnewswire.com/prnh/20130930/LA87949LOGO

CONTACT: Shaun White, Vice President, Public Relations, RE/MAX, LLC, (303) 796-3405, shaunwhite@remax.com; Pete Crowe, Vice President, Investor Relations, RE/MAX, LLC, (303) 796-3815, pcrowe@remax.com