Compass, Inc. 8-K

What Happened
Compass, Inc. announced that its stockholders approved the issuance of Class A common stock to Anywhere Real Estate Inc. stockholders in connection with the Merger Agreement dated September 22, 2025. The special meeting was held January 7, 2026 (record date December 12, 2025); votes representing 611,730,624 shares were present virtually or by proxy. The Compass Share Issuance Proposal was approved overwhelmingly, and a second proposal to permit adjournment for additional proxy solicitation was also approved but was not needed.

Key Details

• Merger parties and document: Merger Agreement dated September 22, 2025, among Compass, Anywhere Real Estate Inc., and Velocity Merger Sub, Inc.; the agreement contemplates a merger transaction as described in the filing.
• Record date and outstanding shares (Dec 12, 2025): 553,153,423 shares of Class A common stock and 10,122,433 shares of Class C common stock entitled to vote. Class A = 1 vote; Class C = 20 votes.
• Vote totals for the Compass Share Issuance Proposal: For 609,558,912; Against 2,032,147; Abstain 139,565; Broker non-votes 0.
• Vote totals for the Adjournment Proposal: For 591,363,990; Against 20,197,265; Abstain 169,369; adjournment was unnecessary given the result on the issuance proposal.
• A joint press release with Anywhere announcing the voting results was filed as Exhibit 99.1 on January 7, 2026.

Why It Matters
Stockholder approval cleared a required vote under the Merger Agreement and allows the planned issuance of Compass Class A shares to Anywhere stockholders to proceed. This is a key procedural milestone in the merger process; the 8-K does not provide closing timing or additional financial details, so investors should look for subsequent filings and press releases for information on closing conditions, regulatory approvals, and any effects on Compass’s capital structure.