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):  May 23, 2017

RE/MAX Holdings, Inc.
(Exact name of registrant as specified in its charter)

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

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

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

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))

Indicate by check mark whether the registrant is an emerging growth company 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.  ☐

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

On May 24, 2017, the Board of Directors (the “Board”) of RE/MAX Holdings, Inc. (the “Company”) appointed Adam Contos as Co-Chief Executive Officer, to serve alongside Dave Liniger, effective May 30, 2017. Mr. Liniger will continue to serve as Co-Chief Executive Officer, as Chairman, and as the Company’s principal executive officer.

Prior to his appointment as Co-Chief Executive Officer, Mr. Contos, 45, served as the Company’s Chief Operating Officer, a position he held since January 2016. Mr. Contos has held a variety of leadership positions at RE/MAX since joining the Company in 2004, including Senior Vice President, Marketing from February 2015 through January 2016; Vice President, Region Development, from August 2013 through February 2014; and Regional Vice President from 2005 through August 2013.

Also on May 24, 2017, the Board appointed Serene Smith as Chief Operating Officer to fill the position vacated by Mr. Contos, effective on May 30, 2017. Ms. Smith, 39, joined RE/MAX in 2006. She has served as Senior Vice President, Financial Planning and Business Analytics since January 2016. Prior to that role, she was Vice President, Financial Planning and Analysis from June 2014 to January 2016 and Vice President, Operational Controller from May 2010 to June 2014.

On May 23, 2017, the Board appointed Brett Ritchie, Vice President and Chief Accounting Officer, as the Company’s principal accounting officer, effective immediately. Prior to this appointment, Karri Callahan, Chief Financial Officer, served as the Company’s principal financial officer and principal accounting officer. Ms. Callahan will continue to serve as principal financial officer.

Mr. Ritchie, 45, has served as the company’s Vice President and Chief Accounting Officer since February 2017. He brings over 23 years of accounting experience, much of that with three different public companies. Prior to joining the Company, Mr. Ritchie was Vice President and Chief Accounting Officer of Western Union Business Solutions, a division of Western Union, a position he held since 2011.

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

On May 24, 2017, the Company held its annual meeting of stockholders. At the annual meeting, stockholders voted on the matters described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 12, 2017. The final voting results for the matters submitted to a vote of stockholders were as follows:

Proposal 1: Election of Directors

The Company's stockholders elected the persons listed below to serve as Class I directors until the Company's 2020 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
Joseph DeSplinter	41,290,669	139,065	880,021
Roger Dow	40,448,170	981,564	880,021
Ronald Harrison	41,283,173	146,561	880,021

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
40,902,891	514,829	12,014	880,021

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 three years, with voting results as follows:

Votes For 1 Year	Votes For 2 Years	Votes For 3 Years	Votes to Abstain	Broker Non-Votes
12,468,608	10,288	28,940,670	10,168	880,021

After considering the foregoing voting results and consistent with its recommendation, the Board has decided to hold an advisory vote on executive compensation every three years until the next advisory vote on the frequency of advisory votes on executive compensation.

Proposal 4: Ratification of KPMG LLP as Independent Registered Public Accounting Firm

The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017, with voting results as follows:

Votes For	Votes Against	Votes to Abstain	Broker Non-Votes
41,885,019	421,824	2,912	0

Proposal 5: Approval of the RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan

The Company’s stockholders approved the RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan, with voting results as follows:

Votes For	Votes Against	Votes to Abstain	Broker Non-Votes
29,702,640	11,713,595	13,499	880,021

Item 7.01.  Regulation FD Disclosure.

The Company issued a press release on May 30, 2017 regarding certain of the leadership changes discussed in Item 5.02. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press release dated May 30, 2017

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: May 30, 2017	By: /s/ Adam Lindquist Scoville       Adam Lindquist Scoville      Vice President, General Counsel

EX-99.1

Exhibit 99.1

	Contact: Cory Vasquez
	Director PR & Social Media
May 30, 2017	(303) 796-3667 | cjvasquez@remax.com

RE/MAX NAMES ADAM CONTOS CO-CEO

Co-Founder Dave Liniger to Share CEO Responsibilities

DENVER – RE/MAX Holdings, Inc.(the "Company”) (NYSE: RMAX), announced today the appointment, effective immediately, of Chief Operating Officer (COO)  Adam Contos to RE/MAX Co-Chief Executive Officer (Co-CEO), sharing responsibilities with Co-Founder and now Co-CEO Dave Liniger. The company is the parent company of RE/MAX, LLC, one of the world’s leading franchisors of real estate brokerage services, and Motto Franchising, LLC, franchisor of the innovative Motto Mortgage network of mortgage brokerages. The appointment allows Liniger to  focus on furthering the company’s leadership position in the industry while driving special strategic initiatives.

“I am proud to have Adam, who has successfully led many key functions in our business over the last 13 years, partner with me at the CEO position,” said Liniger. “We have a talented and dedicated group of leaders at RE/MAX and I have been actively working with them to build our future. Under Adam’s leadership, I know this dynamic team will further our position as the number one name in real estate.”

RE/MAX has employed the Co-CEO structure in several of its CEO transitions. The approach ensures continuity in RE/MAX leadership, in its successful and unique business model, and in the overall company strategy.

“We are fortunate to have a deep and talented executive team at RE/MAX. They share the same drive and desire to succeed that I had when I created this company over 44 years ago,” Liniger continued. “We are all strongly aligned around the core strategy, values, culture and mission that have made this company great. I am confident that the strength of our management team supported by our exceptional agents, brokers, franchise owners and employees will continue to drive our future growth and success.”

As COO, Contos managed RE/MAX daily operations including IT, HR, Business Development, Events, Brand Marketing, Communications, Media and Public Relations.

“Dave’s founding principles and culture of success along with the dedication of RE/MAX agents and owners have made RE/MAX the greatest real estate company in the world,” said Contos. “I’m honored to drive RE/MAX forward on behalf of over 110,000 agents who represent this iconic brand by delivering exceptional service to their clients. We will continue to advance RE/MAX and the real estate industry by delivering the products and services that have made our franchisees and agents so successful for the last four decades.”

Contos joined RE/MAX in 2004 working with offices in the Mountain States Region and was promoted to the Region’s Vice President the following year. Between 2007 and 2013 he served as Region Vice President first for the California & Hawaii Region and later the RE/MAX Florida Region.  He was promoted to Vice President, Region Development, in 2013 and then to Senior Vice President, Marketing, in February 2015. During his Marketing tenure,  he and the business development team built a robust franchise sales process that fueled record growth. And in 2016,Contos was named  Chief Operating Officer.

Serene Smith, Senior Vice President of Financial Planning and Business Analytics, succeeds Contos as Chief Operating Officer. Smith joined RE/MAX in 2006 as the Senior Manager of Internal Audit and was named Vice President, Financial Planning and Analysis, in 2014 and a Senior Vice President in January 2016. 

RE/MAX recently celebrated an impressive 2016, with the largest agent growth since the recession in early 2008 along with successfully launching Motto Mortgage, the first franchise mortgage concept in the United States.  RE/MAX grew to over 110,000 agents last year and has a presence in 100 countries and territories, a global footprint unmatched by any other real estate brand.

RE/MAX Co-CEO Adam Contos Biography

As a respected and tenured RE/MAX leader, Liniger and the RE/MAX Board of Directors hand-selected COO Adam Contos as co-CEO. Contos not only has a passion and love for RE/MAX franchisees, agents and the Denver headquarters’ staff, but he  is  especially driven to move RE/MAX and the entire industry forward through technology and innovation.

Like Liniger, Contos has military experience, having served in the US Marine Corps Reserve in the early 1990s until he was honorably discharged as a sergeant in 1996.  After his service, Contos worked for the Douglas County Sherriff’s Office in Colorado from 1993 to 2004 and first encountered RE/MAX when he introduced the S.A.F.E.R. (Safety Awareness for Every REALTOR) program to the company. He was then hired by the company as a Senior Franchise Development Consultant in Business Development, working his way up through a number of leadership positions until he was promoted to Chief Operating Officer in January 2016.

Under his leadership, Contos’ teams have launched major initiatives like a redesigned remax.com, a new franchise brand, Motto Mortgage, successful agent recruiting and retention campaigns and the highly lauded 2016 and 2017 national advertising campaigns.

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About the RE/MAX Network

RE/MAX was founded in 1973 by David and Gail Liniger, with an innovative, entrepreneurial culture affording its agents and franchisees the flexibility to operate their businesses with great independence. Over 110,000 agents provide RE/MAX a global reach of over 100 countries and territories. Nobody sells more real estate than RE/MAX as measured by total residential transaction sides.

RE/MAX, one of the world's leading franchisors of real estate brokerage services, and Motto Mortgage, an innovative mortgage brokerage franchise, are subsidiaries of RMCO, which is controlled and managed by RE/MAX Holdings, Inc. (NYSE: RMAX).

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "believe," "intend," "expect," "estimate," "plan," "outlook," "project" and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. These forward-looking statements include statements regarding the Company's results of operations, performance and growth.  Forward-looking statements should not be read as guarantees of future performance or results. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Such risks and uncertainties include, without limitation, (1) changes in business and economic activity in general, (2) changes in the real estate market, including changes due to interest rates and availability of financing, (3) the Company's ability to attract and retain quality franchisees, (4) the Company's franchisees' ability to recruit and retain real estate agents and mortgage loan originators, (5) changes in laws and regulations that may affect the Company's business or the real estate market, (6) failure to maintain, protect and enhance the RE/MAX and Motto Mortgage brands, (7) fluctuations in foreign currency exchange rates, as well as those risks and uncertainties described in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") and similar disclosures in subsequent SEC filings.  Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made. Except as required by law, the Company does not intend, and undertakes no duty, to update this information to reflect future events or circumstances.