RMAX RE MAX Holdings Inc

 

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 31, 2024

 

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A Common Stock $0.0001 par value per share		RMAX		New York Stock Exchange

 

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 Arrangement of Certain Officers.

 

Effective June 3, 2024, Serene Smith, who served as Chief of Staff and Chief Operating Officer for RE/MAX Holdings, Inc. (the “Company”) and the Company’s principal operating officer, transitioned into a non-executive part-time role with the Company. The Company will no longer have a principal operating officer, as Ms. Smith’s previous responsibilities in this role will be covered by certain of the Company’s other executive officers (including Mr. Fuchs, as discussed in Item 7.01 below).

 

In connection with her transition, the Company and Ms. Smith entered into a Letter Agreement, dated May 31, 2024 (the “Agreement”) outlining the transition, her new role, and separation benefits Ms. Smith may be entitled to upon her departure from the Company. Ms. Smith is not receiving any separation payments or benefits at this time; rather she may be entitled to certain payments and benefits upon termination of her new role.

 

If the Company terminates Ms. Smith from her new role without cause, or if Ms. Smith voluntarily resigns after serving in the new role for at least one year, she will be entitled to the following severance benefits:

 

	·	Salary continuation for one year at a rate equal to her prior salary as Chief of Staff and Chief Operating Officer ($391,230)
	·	One year of continued health benefits and outplacement services
	·	Accelerated vesting of any unvested time-based restricted stock units (“RSUs”)
	·	Performance-based RSUs would vest as though her Continuous Service were terminated due to death or disability, except any Tranche(s) of the Award corresponding to any Performance Period(s) that have not begun as of the date of termination will continue to vest as though her Continuous Service had not terminated (as such terms are defined in the applicable RSU award agreements).

 

In addition, as previously disclosed, Ms. Smith is entitled to payment of a retention bonus pursuant to the Retention Bonus Agreement entered into November 13, 2023, on the earlier of (i) November 13, 2024, and (ii) the date her employment is terminated by the Company without cause. If Ms. Smith voluntarily terminated her employment without Good Reason (as defined in the Retention Bonus Agreement, as modified by the Agreement) prior to November 13, 2024, she would forfeit the retention bonus.

 

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure. *

 

On June 3, 2024, the Company announced that Rob Fuchs will join the Company as Executive Vice President, Human Resources and Administration, effective June 3, 2024.

 

Item 9.01. Financial Statements and Exhibits. *

 

Exhibit No.	Description
10.1	Letter Agreement
104	Cover Page Interactive Data File (formatted as inline XBRL)

 

*                  The information contained in Items 7.01 and 9.01 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth by specific reference in such filing.

 

 

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: June 3, 2024	By:	/s/ Karri Callahan
		Karri Callahan
		Chief Financial Officer

 

 

 

Exhibit 10.1

 

 

May 31, 2024

 

Dear Serene:

 

As we have discussed, you are transitioning from your position as Chief of Staff / Chief Operating Officer at RE/MAX Holdings, Inc and RE/MAX, LLC (collectively, “RE/MAX” or the “Company”) to a part-time position as a Project Manager effective June 3, 2024 (the “Effective Date”). This will allow the Company to continue to capitalize on your knowledge, skills, and years of experience. Please review the terms outlined below and sign to indicate your acceptance of the terms of this letter agreement (the “Agreement”).

 

Employment

 

You are leaving your position as Chief of Staff / Chief Operating Officer as of the Effective Date. Your employment with RE/MAX will continue, although in a different role. As of the Effective Date, you will no longer be an officer of the Company. By agreeing to this letter, you resign as an officer of the Company and all of its affiliated entities as of the Effective Date. All terms of your employment not specifically mentioned herein remain the same. Your Continuous Service, under and as defined in the Company’s Omnibus Incentive Plans, will continue uninterrupted in your new role.

 

New Position

 

As of the Effective Date, you will transition to your new role as Project Manager. It is the Company’s expectation that you will work approximately thirty (30) hours per week. For the next few months, you will work primarily from a remote location but will be available to come into Denver HQ if necessary with reasonable advance notice. Beginning September 1, 2024, you will work in the office at Denver HQ two days per week, while otherwise continuing to work remotely. You will retain your company assets and access to your RE/MAX e-mail address.

 

Compensation

 

(a)

Base Salary, Target Bonus Opportunity, and Benefits

 

As of the Effective Date, your base salary will be adjusted to $130,000 annually. This position is an exempt position and will not be eligible for overtime. You will be eligible for a target bonus opportunity of 15% of this base salary. Target bonuses are contingent on individual performance and the Company achieving its financial goals. Your bonus may be paid in a combination of cash and RE/MAX Holdings stock. The amount and payment of the bonus, if any, will be determined in the discretion of the Company and in accordance with the applicable policy. You will no longer be eligible to receive equity grants under the Company’s Long-Term Incentive (LTI) program. You will receive standard Company benefits during your employment.

 

(b)

2024 Bonus

 

Subject to all other terms as stated herein, you will be entitled to a pro-rata portion of the 2024 bonus for each of your roles, based on the portion of the year that you were employed, and based upon duration of time in each position and the base salary for each position. Your bonus may be paid in a combination of cash and RE/MAX Holdings stock. Any such bonus payment will be made at such time as determined by the Company in its sole discretion (but no later than March 15, 2025) and will be based on the Company’s achievement of financial or other goals and Employee’s pre-established performance criteria as well as the applicable bonus plan document. The amount and payment of the bonus, if any, will be determined in the discretion of the Company and in accordance with the applicable policy.

 

 

Notwithstanding the foregoing, you will forfeit any bonus for the 2024 bonus plan year if:

 

	(1)	The Separation Date (as defined herein) is on or prior to June 30, 2024; or
	(2)	You voluntarily terminate your employment prior to the date the 2024 bonus is paid; or
	(3)	The Company terminates you for Cause (as defined below) prior to the date the 2024 bonus is paid.

 

For any bonus plan year after 2024 in which you are employed, if the Company terminates your employment without Cause after June 30, you will be eligible for a pro-rata bonus at the bonus rate and base salary of your current position, in the amount to be determined in the discretion of the Company and in accordance with applicable policy, to be paid at such time as determined by the Company in its sole discretion (but no later than March 15 of the following year).

 

For purposes of this Agreement “Cause” has the meaning set forth in the Retention Bonus Agreement (as defined below).

 

(c)

Retention Bonus

 

Under the November 2023 Retention Bonus Agreement (the “Retention Bonus Agreement”), you are eligible to receive a bonus in the amount of $391,230, subject to the terms of the Retention Bonus Agreement, on the earlier of (1) November 13, 2024, or (2) the date on which your employment is terminated without Cause or due to your death or disability. By accepting this Agreement, you agree that the changes in your employment and compensation under this Agreement do not constitute Good Reason under and as defined in the Retention Bonus Agreement.

 

(d)

Restricted Stock Units

 

For the duration of your Continuous Service with RE/MAX, your outstanding RSU grants will continue to vest. Should the Company terminate your Continuous Service without Cause (other than due to your death or disability), or should you voluntarily terminate your employment at any time on or after the first anniversary of the Effective Date, then:

 

	·	All then unvested time-based RSUs will vest in full as of the Separation Date (as defined herein); and
	·	All then unvested performance-based RSUs will vest as though your Continuous Service terminated due to your death or Disability, except any Tranche(s) of the Award corresponding to any Performance Period(s) that have not begun as of the date of termination will continue to vest as though your Continuous Service had not terminated. (Capitalized terms in this bullet shall have the meanings ascribed to those terms in the applicable Restricted Stock Unit Agreements.)

 

 

If you voluntarily terminate your Continuous Service prior to the first anniversary of the Effective Date, or if the Company terminates you for Cause, all then unvested RSUs will be forfeited as of the Separation Date.

 

(e)

Clawback

 

Any incentive compensation paid to you related to your service as Chief of Staff / Chief Operating Officer (whether received before or after the Effective Date) remains subject to the Company’s Amended and Restated Incentive Compensation Recoupment Policy.

 

Separation

 

You agree not to voluntarily terminate your employment with the Company prior to the first anniversary of the Effective Date. If you voluntarily terminate your employment prior to one year after the Effective Date, or if the Company terminates you for Cause, you will forfeit all severance benefits under the Company’s Severance and Retirement Plan and under this Agreement.

 

If you voluntarily resign at any time after one year past the Effective Date, or if the Company terminates your employment without Cause, you will be presented with a Separation Agreement and General Release of Claims, which includes a full release of all claims, non-solicit, and confidentiality provisions, and which you may sign after your last date of employment (the “Separation Date”). After signing the Separation Agreement and General Release of Claims, and not revoking your acceptance thereafter, you will be eligible for the following separation benefits (“Separation Benefits”):

 

	·	12 months of base salary (at the base salary earned as Chief of Staff / Chief Operating Officer, which is $391,230);
	·	12 months of outplacement assistance;
	·	Health Benefits Stipend (as defined in the Company’s Severance and Retirement Plan) for 12 months; and
	·	Any bonus payment for which you may be eligible, if any, as detailed in this Agreement.

 

The Separation Benefits will be paid in the form and at the time(s) and, except as provided herein, subject to the terms and conditions specified in the Company’s Severance and Retirement Plan. The Separation Benefits will be the only benefits available to you under the Company’s Severance and Retirement Plan, and you hereby forfeit any rights to additional severance or retirement benefits, other than those outlined herein. As of and following the Effective Date, you are not entitled to any benefits under the Change in Control Severance Plan.

 

Release

 

For sufficient consideration, which is hereby acknowledged, you agree to irrevocably and unconditionally release RE/MAX as well as its predecessors, successors, and assigns, and its and their present and former principals, members, agents, employees, officers, parents, subsidiaries, related corporations, affiliates, joint ventures, insurers, shareholders, and representatives (“Released Parties”), to the fullest extent permitted by law, from any and all Claims (as defined herein), whether known or unknown, including, but not limited to, Claims made, to be made, or which might have been made as a consequence of your employment by RE/MAX or arising out of, related to or connected with the change in the employment relationship or any acts committed or omitted by RE/MAX or any of the Released Parties during the existence of the employment relationship. You agree, to the fullest extent permitted by law, that you will not file or pursue, nor cause or permit to be filed or pursued, any action for damages against any of the Released Parties involving any Claim released under this Agreement. You further agree that you will neither pursue nor accept any further benefit or consideration from any source whatsoever with respect to any Claim against the Released Parties.

 

 

	(a)	The foregoing Release does not include any claims that cannot be released or waived by law, including but not limited to the right to file a charge with or participate in an investigation conducted by certain government agencies. However, you are releasing and waiving any right to any monetary recovery should any government agency (such as the Equal Employment Opportunity Commission) successfully pursue any claims on your behalf.
	(b)	Nothing in the foregoing Release is intended to limit or restrict your right to challenge the validity of this Agreement as to claims and rights asserted under the Age Discrimination in Employment Act.
	(c)	Since you are at least forty (40) years of age, you have certain federal rights which must be explicitly waived. Specifically, you are protected by the Age Discrimination in Employment Act (“ADEA”) and the Older Workers Benefit Protection Act (“OWBPA”) from discrimination in employment because of age. By executing this Agreement, you are waiving such rights and releasing any past or current Claims with respect to a violation of such rights. The following subparagraphs (a)-(e) apply solely to your waiver of rights and claims under the ADEA and OWBPA:

 

	a.	Notwithstanding the forgoing release, this does not waive rights or claims that may arise under the ADEA and the OWBPA after you execute this release;
	b.	You are advised to consult with an attorney before executing this release;
	c.	You have twenty-one (21) days to consider the waiver of rights and claims under the ADEA and the OWBPA;
	d.	You may revoke your waiver of rights and claims pursuant to and under the ADEA and the OWBPA during a period of seven (7) days following your execution of this release;
	e.	Any agreed upon changes or modifications, whether material or immaterial, to this Agreement will not modify or otherwise extend the consideration period set forth herein.

 

(d)

For purposes of this Agreement, the term “Claim(s)” will include, but is not limited to, the following:

 

	a.	any and all actions, causes of action, proceedings, demands, suits, grievances, debts, complaints, claims, liabilities, obligations, promises, agreements, controversies, losses, damages and expenses of every kind and nature (including attorneys’ fees and other costs actually incurred), including but not limited to, initial claims, counterclaims, cross-claims and third-party claims and claims based upon contract, tort, intentional tort, statutes, regulations, common law and equity;
	b.	any action or claim under federal, state or local law, regulation or executive order, including, but not limited to, actions or claims under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1866, as amended; the Equal Pay Act, as amended; the Fair Labor Standards Act, as amended; the Age Discrimination in Employment Act, as amended (including the Older Workers Benefit Protection Act); the Americans With Disabilities Act, as amended; the Worker Adjustment Retraining and Notification Act, as amended; the Employee Retirement Income Security Act of 1974, as amended; the Family and Medical Leave Act, as amended; the National Labor Relations Act, as amended; Genetic Information Nondiscrimination Act of 2008, as amended, and the Occupational Safety and Health Act of 1970, as amended, all corresponding state anti-discrimination statutes, codes, laws or ordinances; and

 

 

c.

any action or claim for compensation, benefits, backpay, front pay, defamation, reinstatement, wrongful discharge or demotion, failure to hire, promote or transfer, promissory estoppel, breach of contract or of an implied covenant of good faith and fair dealing, emotional distress, compensatory damages, punitive damages, attorneys’ fees, and/or loss of seniority; and any action or claim based on or related to a service letter.

 

Section 409A

 

All payments and benefits addressed in this Agreement are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section 409A”) and for this purpose each payment shall be considered a separate payment. To the extent any such payments or benefits are not exempt from the requirements of Code Section 409A, it is intended that they comply with Code Section 409A and all governing plans and agreements will be interpreted accordingly. To the extent any amounts are payable by reference to an employee’s “termination of employment” or termination of Continuous Service, such term shall be deemed to refer to the employee’s “separation from service,” within the meaning of Code Section 409A to the extent required to avoid accelerated taxation and/or penalties under Code Section 409A. Notwithstanding anything to the contrary, to the extent required to avoid accelerated taxation and/or penalties under Code Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement during the six (6)-month period immediately following your separation from service shall instead be paid on the first business day after the date that is six (6) months following the your separation from service (or, if earlier, death). Notwithstanding the foregoing, under no circumstances shall the Company or any affiliate or any of its or their employees, officers, directors, service providers or agents have any liability to any person for any taxes, penalties or interest due on amounts paid or payable under the Plan, including any taxes, penalties or interest imposed under Code Section 409A.

 

 

Again, thank you for your years of service to RE/MAX and I look forward to continuing to work with you in your new role. Should you have any questions, please do not hesitate to contact me.

 

Sincerely,
/s/ Erik Carlson
Erik Carlson
CEO, RE/MAX Holdings, Inc.
Accepted:
/s/ Serene Smith
Serene Smith
Date: May 31, 2024

 

 

 

v3.24.1.1.u2

Cover	May 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 31, 2024
Entity File Number	001-36101
Entity Registrant Name	RE/MAX Holdings, Inc.
Entity Central Index Key	0001581091
Entity Tax Identification Number	80-0937145
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5075 South Syracuse Street
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80237
City Area Code	303
Local Phone Number	770-5531
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock $0.0001 par value per share
Trading Symbol	RMAX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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