RE/MAX Holdings, Inc. Approves Mergers with RIHI and The Real

What Happened

• On August 14, 2026 RE/MAX Holdings, Inc. filed an 8-K reporting the results of a virtual special meeting of stockholders. Holders of Class A and Class B shares (record date outstanding: 21,317,742 Class A and 1 Class B) met with 14,325,635 Class A and 1 Class B present or represented (≈79.36% voting power), constituting a quorum.
• Stockholders approved (1) the issuance of Class A common stock to RIHI, Inc. stockholders under the proposed Agreement and Plan of Merger (Proposal 1: For 26,660,357; Against 169,623; Abstain 55,255) and (2) adoption of the Arrangement Agreement and Plan of Merger with The Real Brokerage Inc. and related parties (Proposal 2: For 26,681,107; Against 149,866; Abstain 54,262). They also approved, on an advisory (nonbinding) basis, certain executive compensation tied to the Real transaction (Proposal 3: For 26,167,320; Against 654,339; Abstain 63,576) and approved an adjournment option if needed (Proposal 4: For 26,175,741; Against 598,699; Abstain 110,795).
• RE/MAX and The Real issued a joint press release on August 14, 2026 announcing the vote results (filed as Exhibit 99.1).

Key Details

• Record date outstanding shares: 21,317,742 Class A common shares and 1 Class B common share.
• Quorum: 14,325,635 Class A shares + 1 Class B share present/represented (~79.36% of voting power).
• Proposal 1 (issuance to RIHI stockholders): 26,660,357 For; 169,623 Against; 55,255 Abstain.
• Proposal 2 (adoption of Merger Agreement with The Real): 26,681,107 For; 149,866 Against; 54,262 Abstain.
• Advisory approval for named executive officer compensation related to the transactions: 26,167,320 For; 654,339 Against; 63,576 Abstain.

Why It Matters

• These approvals are material because they authorize the company to proceed with the proposed mergers and related stock issuance steps described in the proxy materials, which could change RE/MAX’s ownership mix and strategic direction.
• The advisory approval of executive compensation signals shareholder sentiment on pay packages tied to the deals (note: the advisory vote is nonbinding).
• Next steps are execution of the merger transactions and satisfaction of any remaining closing conditions as set out in the merger agreements; the 8-K confirms shareholder backing needed to move forward and the company has publicized the results via a joint press release.