RE/MAX Holdings, Inc. filed a Form 8-K on August 14, 2026, disclosing the voting results from a virtual special meeting of stockholders held that same day, at which stockholders approved all four proposals related to the company's planned merger transactions.

Key Highlights

  • Quorum reached: 14,325,635 shares of Class A Common Stock and one share of Class B Common Stock were present or represented by proxy, representing approximately 79.36% of voting power.
  • RIHI share issuance approved: Proposal 1 passed with 26,660,357 votes for, 169,623 against, and 55,255 abstentions.
  • Real Brokerage merger agreement adopted: Proposal 2 passed with 26,681,107 votes for, 149,866 against, and 54,262 abstentions.
  • Advisory compensation vote approved: Proposal 3, an advisory nonbinding vote on named executive officer compensation, passed with 26,167,320 votes for.
  • Adjournment proposal approved: Proposal 4 passed with 26,175,741 votes for, though the company noted approval was not necessary given the passage of Proposals 1 and 2.
  • No broker non-votes: Zero broker non-votes were recorded on any of the four proposals.

RE/MAX Special Meeting Voting Results: RIHI and Real Brokerage Transactions

According to the filing, RE/MAX Holdings, Inc. (NYSE:RMAX) held a virtual special meeting of stockholders on August 14, 2026. As of the record date, there were 21,317,742 shares of Class A Common Stock and one share of Class B Common Stock outstanding and entitled to vote. The joint proxy statement/prospectus and management information circular underlying the meeting was filed with the SEC on July 9, 2026, and supplemented on August 6, 2026, as described in the filing.

Stockholders voted on two merger-related proposals. Proposal 1 sought approval for the issuance of Class A Common Stock to stockholders of RIHI, Inc. pursuant to an Agreement and Plan of Merger among the company, RIHI, Rhino Merger Sub I, Inc., and Rhino Merger Sub II, LLC. Proposal 2 sought adoption of the Arrangement Agreement and Plan of Merger involving The Real Brokerage Inc., Rome Wildlife, Inc., Wildlife Acquisition I Corp., Wildlife Acquisition II LLC, and 1587802 B.C. Unlimited Liability Company. Both proposals were approved by stockholders, according to the filing.

Proposal 3, an advisory, nonbinding vote on compensation that may be paid to named executive officers in connection with the merger transactions, was also approved. Proposal 4, which would have allowed adjournment of the meeting to solicit additional proxies if needed, was approved as well, though the company disclosed it was not necessary given the passage of Proposals 1 and 2. The filing also noted that on August 14, 2026, the company and The Real Brokerage Inc. issued a joint press release announcing the voting results, furnished as Exhibit 99.1.

What Was Disclosed

RE/MAX Holdings reported final vote tallies from its August 14, 2026, special stockholder meeting, confirming approval of share issuance for the RIHI merger, adoption of the Real Brokerage merger agreement, an advisory compensation vote, and an adjournment proposal.