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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant   ☒                              Filed by a Party other than the Registrant   ◻

Check the appropriate box:

RE/MAX HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

RE/MAX Holdings, Inc.

5075 S. Syracuse St.

Denver, CO 80237

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

May 5, 201624, 2018

March 24, 2016April 12, 2018

Dear Stockholder,

We cordially invite you to attend our 20162018 Annual Meeting of Stockholders, to be held on Thursday, May 5, 201624, 2018, at 3:8:00 p.m.am (Mountain Time) at the Denver Marriott Tech Center, located at 49005075 S. Syracuse St., Denver, Colorado 80237.

We are holding the meeting for the following purposes, which are described in more detail in the proxy statement:

1.    to elect three directors to our Board of Directors; and

2.    to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018. 

We may also transact any other business as may properly come before the Annual Meeting or before any adjournment or postponement thereof. Only stockholders of record as of the close of business on March 7, 201623, 2018, will be entitled to attend or vote at the annual meeting.Annual Meeting.

We will take advantage of theThe rules of the Securities and Exchange Commission that allow us to furnish our proxy materials over the internet. As a result, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders, rather than a full paper set of the proxy materials. The Notice of Internet Availability of Proxy Materialswhich contains instructions on how to access our proxy materials on the internet, as well as instructions on how stockholders may obtain a paper copy of our proxy materials. This process substantially reduces the costs associated with printing and distributing proxy materials. To make it easy to vote, internet and telephone voting are available. The instructions for voting are on the Notice of Internet Availability of Proxy Materials or, if you received a paper copy of the proxy materials, on the proxy card.

If you hold your shares through a bank, broker, or other holder of record, please follow the voting instruction you received from the holder of record.

Your vote is important. We encourage you to vote by proxy in advance of the meeting, whether or not you plan to attend the meeting.

Please feel free to contact our investor relations department at (303) 224-5458 or investorrelations@remax.com if you have any questions about voting or attending the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING TO BE HELD ON MAY 5, 2016:24, 2018: The Company’s Proxy Statement and Annual

Report on Form 10-K for the fiscal year ended December 31, 20152017 are also available

at http://materials.proxyvote.com/75524W.

TABLE OF CONTENCONTENTSTS

RE/MAX HOLDINGS, INC.

PROXY STATEMENT

20162018 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 5, 201624, 2018

GENERAL ININFORMATIONFORMATION

RE/MAX Holdings, Inc. (“RE/MAX Holdings”) is making this proxy statement available to its stockholders on or about March 24, 2016April 12, 2018, in connection with the solicitation of proxies by the Board of Directors for the RE/MAX Holdings 20162018 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held on Thursday, May 5, 201624, 2018 at 3:8:00 p.m.am (Mountain Time) at the Denver Marriott Tech Center, located at 49005075 S. Syracuse St., Denver, Colorado 80237.  As a stockholder of RE/MAX Holdings, you are invited to attend the Annual Meeting and are entitled and encouraged to vote on the proposals described in this proxy statement. Further information about the meeting and how to attend is below.

RE/MAX Holdings is a holding company. Its only business is to act as the sole manager of RMCO, LLC, a Delaware limited liability company (“RMCO”). RE/MAX Holdings was formed in June 2013 and completed an initial public offering of its Class A common stock on October 7, 2013 (the “IPO”). RMCO has three primary operating subsidiaries: RE/MAX, LLC, a franchisor of real estate brokerage services; Motto Franchising, LLC, a franchisor of mortgage brokerage services; and Booj, LLC, a technology developer for the real estate industry, which we acquired this year. Our Class A common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “RMAX.”

In this proxy statement, “we,” “our,” “us” and the “Company” refer collectively to RE/MAX Holdings, RMCO, and RMCO’s subsidiaries.

Below are answers to common questions stockholders may have about the Annual Meeting.

What are the Proxy Materials?

The “Proxy Materials” are this proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2015 (the “Annual Report”).2017. If you request printed versions of the Proxy Materials, you will also receive a proxy card.

Why did I receive a one-page notice instead of a full set of Proxy Materials?

Under rules adopted by the Securities and Exchange Commission (the “SEC”), weWe are furnishing Proxy Materials to many of our stockholders on the internet, rather than mailing printed copies. If you received a one-page notice by mail, you will not receive a printed copy of the Proxy Materials unless you request one. Instead, the notice will instructinstructs you how to access and review the Proxy Materials on the internet. If you would like a printed copy of the Proxy Materials, please follow the instructions on the notice.

What items are scheduled to be voted on at the Annual Meeting?

There are threetwo proposals to be voted on at the Annual Meeting:

We may also transact any other business as may properly come before the Annual Meeting or before any adjournment or postponement thereof.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote:

FOR each of the nominees to the Board of Directors (Proposal 1); and  

FOR the ratification of the appointment of KPMG as our independent registered public accounting firm (Proposal 2); and. 

AGAINST the stockholder proposal.

How do

By telephone. You may vote by phone by calling (800) 690-6903. You will need the control number from your Notice of Internet Availability of Proxy Materials.

By mail. If you requested that Proxy Materials be mailed to you and you are a stockholder of record, you will receive a proxy card with your Proxy Materials and may vote by filling out and signing the proxy card and returning it in the envelope provided. If you are a beneficial ownersowner of shares held in street name, vote?you may vote by filling out the card you received from the organization holding your shares and returning it as instructed by that organization.

ThereIn Person. You may also vote your shares by attending the Annual Meeting in person and, if you are four ways for beneficial ownersa stockholder of record, completing a ballot at the Annual Meeting. If you hold your shares held in street name and wish to vote:

Can I change my vote after submitting a proxy?

Stockholders of record may revoke their proxy before the Annual Meeting by delivering to the Company’s Corporate Secretary a written notice stating that a proxy is revoked, by signing and delivering a proxy bearing a later date, by voting again via the internet or by telephone, or by attending and voting in person atduring the Annual Meeting.

Street name stockholders who wish to change their votes should contact the organization that holds their shares.

If I hold shares in street name through a broker, can the broker vote my shares for me?

If you hold your shares in street name and you do not vote, the broker or other organization holding your shares can vote on certain “routine” proposals but cannot vote on other proposals. Proposal 2 (ratification of the Company’s independent registered public accounting firm) is a “routine” proposal. Proposal 1 (election of directors) and Proposal 3 (stockholder proposal) areis not considered a  “routine” proposals.proposal. If you hold shares in street name and do not vote on Proposal 1, and Proposal 3, your shares will be counted as “broker non-votes.”

Who is paying for this proxy solicitation?

The Company is paying the costs of the solicitation of proxies. Members of our Board of Directors and officers and employees may solicit proxies by mail, telephone, fax, email, or in person. We will not pay directors, officers, or employees any extra amounts for soliciting proxies. We may, upon request, reimburse brokerage firms, banks, or similar entities representing street name holders for their expenses in forwarding Proxy Materials to their customers who are street name holders and obtaining their voting instructions.

What do I need to do if I want to attend the meeting?

You will need to provide evidence that you are a stockholder as of the Record Date. This can be a copy of your proxy card or a brokerage statement showing your shares.shares as of the Record Date. You shouldwill also need to bring government-issued photo identification.identification such as a driver’s license or passport. If you hold your shares in street name and wish to vote in person at the meeting, you will need to contact the organization that holds your shares in order to obtain a legal proxy from that organization.

Where can I find voting results?

Final voting results from the Annual Meeting will be filed with the SECSecurities and Exchange Commission (“SEC”) on a Current Report on Form 8-K within four business days of the Annual Meeting.

I share an address with another stockholder. Why did we receive only one set of Proxy Materials?

Some banks, brokers, and nominees may be participating in the practice of “householding” Proxy Materials. This means that only one copy of our Proxy Materials to stockholders may have been sent to multiple stockholders in your household. If you hold your shares in street name and want to receive separate copies of the Proxy Materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact the bank, broker, or other nominee who holds your shares.

Upon written or oral request, the Company will promptly deliver a separate copy of the Proxy Materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Proxy Materials,

you can contact our investor relations department at (303) 224-5458, investorrelations@remax.com or 5075 S. Syracuse St., Denver, CO 80237.

Whom should I contact if I have additional questions?

You can contact our investor relations department at (303) 224-5458, investorrelations@remax.com or 5075 S. Syracuse St., Denver, CO 80237. Stockholders who hold their shares in street name should contact the organization that holds their shares for additional information on how to vote.

PROPOSAL 1: ELECTION OF DIRECTORS

At the Annual Meeting, stockholders will vote to elect the fourthree nominees named in this Proxy Statement as Class IIIII directors. Each of the Class IIIII directors elected at the Annual Meeting will hold office until the 20192021 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated DavidGail Liniger, Richard Covey, Daniel Predovich,Kathleen Cunningham, and Teresa Van De BogartChristine Riordan to serve as Class IIIII directors for terms expiring at the 20192021 Annual Meeting of Stockholders. Daryl Jesperson currently serves as a Class III director but this will be his final term on the Board, with his service ending at the Annual Meeting. The Board thanks Mr. Jesperson for his many contributions to RE/MAX over the past 40 years.

The persons named as proxies will vote to elect Messrs.Mmes. Liniger, Covey,Cunningham, and Predovich and Ms. Van De BogartRiordan unless a stockholder indicates that his or her shares should be withheld with respect to one or more of such nominees.

In the event that any nominee for Class IIIII director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current Board of Directors to fill the vacancy. WeAll of the nominees currently serve as directors and we do not expect that any of the nomineesthem will be unavailable or will decline to serve.

RECOMMENDATION OF THE BOARD: The Board of Directors recommends that you vote FOR each of the nominees for the Board of Directors in this Proposal 1.

CORPORATE GOVERNANCEGOVERNANCE

Executive Officers and Directors

The following table sets forth certain information about our executive officers and directors as of the date of this proxy statement.

Executive Officers

David L. LinigerAdam M. Contos, age 46, is our Chief Executive Officer Chairman,(“CEO”) and Co-Founder. He has been a directorprincipal executive officer (“PEO”). Mr. Contos was named as Co-Chief Executive Officer (“Co-CEO”) on May 30, 2017. From then until his appointment as sole CEO on February 14, 2018, Mr. Contos and David Liniger, our Chair and Co-Founder, served as Co-CEOs. During this time, as part of RE/MAX Holdings since July 2013. He was a member of RMCO’sthe Board of Managers from April 2010 until our IPO in October 2013, at which time RMCO ceased to have a Board of Managers.Directors’ planned succession process, Mr. Liniger gradually transitioned the duties of CEO to Mr. Contos. During his 14-year career at RE/MAX, Mr. Contos has been Chairman of the Company’s Board of Directors or Board of Managers since 1974. He has served inheld a variety of leadership roles within the RE/MAX organization over the past 43 years, including Chief Executive Officer since December 31, 2014. Mr. Liniger is married to Gail Liniger, who serves as our Vice Chair and is a Co-Founder. Mr. Liniger was selected to our Board of Directors because of his role in founding our company and his intimate knowledge of our company and the real estate industry.

Gail A. Liniger is our Vice Chair and Co-Founder. She has been a director of RE/MAX Holdings since July 2013. She was a member of RMCO’s Board of Managers from April 2010 until our IPO in October 2013, at which time RMCO ceased to have a Board of Managers. Mrs. Liniger is married to David Liniger, who serves as our Chief Executive Officer, Chairman, and Co-Founder. Mrs. Liniger became a Vice President of RE/MAX in 1973, Executive Vice President in 1978 and President in 1979. In 1991, she was named Chief Executive Officer and in 2002 became Vice Chair of the Board of Managers. Mrs. Liniger was selected to our Board of Directors because of her role in founding our company with Mr. Liniger and her intimate knowledge of our company and the real estate industry.

Geoffrey D. Lewis haspositions. He served as our President sinceChief Operating Officer from January 2016 to May 2015. Prior to becoming President, Mr. Lewis served as our Chief Legal and Compliance Officer. Mr. Lewis joined RE/MAX in 20042017, as Senior Vice President, General Counsel, in 2005 became SeniorMarketing from February 2015 through January 2016, as Vice President, Chief Legal Officer and in 2013 became ExecutiveBusiness Development, from February 2014 until February 2015, as Vice President, Chief LegalRegion Development, from August 2013 through February 2014 and Compliance Officer. Mr. Lewis was previously with the law firm of Jones Day. Subsequent to that, he wasas Regional Vice President and General Counsel of American Health Properties, Inc., and Senior Vice President, Corporate Development and General Counsel for Hyster-Yale, Inc.from 2005 through August 2013.

Karri R. Callahan,  age 40, is Co-Chiefour Chief Financial Officer, a position she has held since March 31, 2016. From January 15, 2016.  Beginning on2016 to March 31, 2016 she will serveserved as ChiefCo-Chief Financial Officer. Ms. Callahan joined RE/MAX in April 2013 as Senior Manager of SEC Reporting and was promoted to Vice President, Corporate Controller in June 2014. She served as the Company’s Acting Chief Accounting Officer from November 6, 2014 to January 26, 2015 and as Acting Chief Financial Officer from December 31, 2014 through January 26, 2015. These temporary appointments were the result of a leave of absence that Mr. Metzger took due to a family emergency. Prior to joining RE/MAX, Ms. Callahan worked at Ernst & Young, LLP, most recently as Senior Manager, since 2008.

David M. MetzgerSerene Smith is Co-Chief Financial Officer. Mr. Metzger previously, age 39, has served as our Chief Operating Officer and Chief Financial Officer. Mr. Metzger joined RE/MAX in 2007 as our Chief Financial Officer, and was namedsince May 2017. Prior to becoming Chief Operating Officer, in 2011. Mr. Metzger has an extensive and varied background as an attorney and a Certified Public Accountant, with more than 25 years of experience in the corporate financial arena. Mr. Metzger has previously worked for a large bank holding company on the East Coast in the areas of auditing and corporate finance, Piper and Marbury (now known as DLA Piper), and Semmes, Bowen & Semmes,

Directors Whose Terms Will Expire in 20182019 (Class IIIII Directors):

Kathleen J. Cunningham was appointed to the Board of Directors of RE/MAX Holdings in July 2013 and was a member of RMCO’s Board of Managers from February 2013 until our IPO in October 2013, at which time RMCO ceased to have a Board of Managers. Ms. Cunningham has been retired since 2009. From October 2005 to May 2009, she was Chief Financial Officer of Novatix Corporation. She was previously Chief Financial Officer at Webroot Software and US WEST Information Systems. She has been a board member of Q Advisors, LLC since 2003. Previously, she served on the boards of Chileno Bay LLC from December 2011 to October 2013, The Assist Group from June 2011 to March 2013 and Novatix Corporation from 2005 to 2009. Ms. Cunningham was selected to our Board of Directors because of her particular knowledge of and experience in finance, capital structure, and board governance practices of other major organizations.

Gail A. Liniger is our Vice Chair and Co-Founder. Further information about Mrs. Liniger can be found above under “—Executive Officers.”

Christine M. Riordan was appointed to the Board of Directors of RE/MAX Holdings in January 2015. Ms. Riordan has served as President of Adelphi University since July 2015. Prior to that, she served as Executive Advisor, Provost, and Professor of Management at the University of Kentucky from July 2013 to July 2015. From 2008 to June 2013 she served as the Dean and Professor of Management at the Daniels College of Business at the University of Denver. She has been a member of the board of directors of Beyond Blue Corporation since 2013. She was selected to our Board of Directors due to her expertise in leadership development, team performance, and diversity management, and her broad business experience.

Directors Whose Terms Will Expire in 2020 (Class I Directors):

Controlled Company StatusStatus and its Pending Sunset

Currently, RIHI, Inc. (“RIHI”) controls a majority of the voting power of our outstanding common stock. As a result, we are a “controlled company” under the corporate governance standards of the NYSE. As a controlled company, exemptionswe are exempt from the NYSE standards meanrequirements that

     a majority of our Board of Directors consist of “independent directors,” as defined under the rules of the NYSE, and that

     we have Nominating and Corporate Governance and Compensation Committees that are not requiredcomposed entirely of independent directors.

Despite the availability of such exemptions, we have elected to comply with certainrequirements applicable to non-controlled companies. A majority of directors on our Board of Directors and all of the directors on our Nominating and Corporate Governance Compensation Committees are independent under applicable SEC and NYSE standards, as well as the Company’s corporate governance requirements, including the requirements that:

guidelines.  These exemptions do not modify the independence requirements for our Audit Committee and we complyall of our Audit Committee members are independent in accordance with the applicable requirements of the Sarbanes-Oxley ActSEC and rules with respectNYSE.  

Pending Sunset of Controlled Company Status: We expect RIHI to lose its controlling vote of RE/MAX Holdings, Inc. no later than October 7, 2018, as discussed in our Audit Committee.2017 Annual Report on Form 10-K (the “2017 Annual Report”) under Corporate Structure and Ownership.  This termination of RIHI’s controlling status was established at the time of our IPO.

Director IndependenceIndependence

The Board of Directors has reviewed its composition, the composition of its committees, andannually reviews the independence of each director and consideredconsiders whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. The Board of Directors has determined that each of Richard Covey, Kathleen Cunningham, Joseph DeSplinter, Roger Dow, Ronald Harrison, Daryl Jesperson, and Christine Riordan, isand Teresa Van De Bogart are each an “independent director” under applicable NYSE standards and the Company’s corporate governance guidelines, and that each such director has nonone of these directors have any relationships with the Company that would interfere with such director’stheir exercise of independent judgment in carrying out his or hertheir responsibilities as a director of the Company.

Board of Directors Leadership StructureStructure; Formalized Enhanced Lead Independent Director Role

The Board annually elects a Chair of the Board. The Board believes it is important to retain the flexibility to determine whether it is in the best interest of the Company and its stockholders to have the same person serve as both Chief Executive OfficerCEO and ChairmanChair or whether the roles should be separated based on the circumstances at any given time. Currently, as determined by the Board’s recently-completed, comprehensive succession plan, the roles are split between Mr. Liniger, currentlywho serves as both Chief Executive Officernon-executive Chair of the Board, and Chairman. Mr. Contos, who serves as CEO. This structure positions Mr. Liniger in a non-executive role without significant involvement in the oversight of day-to-day operations or management of the Company while continuing to allow him to provide leadership as a member of the Board and as a founder. The Company expects Mr. Liniger’s role to focus on considerations of long-term strategy for the business.  

Mr. Contos has been appointed as sole CEO and PEO effective February 14, 2018. In such role he is the principal management representative of the Company and is responsible for all aspects of oversight of the management team and day-to-day operations of the Company.

The Board has determined that having Mr. Liniger serve in both of these roles provides for clear leadership on Company strategy and operations. The Board periodically reviews its leadership structure and may make changes in the future. The Board hasinitially appointed Richard Covey to serve as Lead Director. In that capacity,Independent Director in 2014. Effective February 22,  2018, the Board enhanced the role of Lead Independent Director by amending the Company’s bylaws and by adopting a Lead Independent Director charter, which is available on our investor relations website, accessible through our principal corporate website at www.remax.com. The purpose of the enhanced authority of Mr. Covey presides over meetingsas Lead Independent Director is to coordinate the activities of the independent directorsmembers of the Board, provide guidance and actsassistance to the CEO, and to perform such other duties as a conduit between independent directors and Company management.the Board may determine from time to time.

Board of Directors Role in Risk OversightOversight

Risk management is primarily the responsibility of the Company’s management. However, the Board believes that oversight of risk management is one of its fundamental responsibilities. The Audit Committee is primarily responsible for oversight ofoverseeing the quality and integrity of the Company’s financial reporting process, internal controls over financial reporting, and the Company’s

serve, including independent director meetings, in the case of those directors. When the Board meets from time to time in executive sessions of non-management directors.independent directors, Mr. Covey, the Lead Independent Director, presides over such meetings.

We encourage all directors to attend our annual meetings of stockholders. All of our directors attended the 2017 annual meeting of stockholders. However, we have no formal policy with respect to director attendance at annual meetings of stockholders; however, we encourage all directors to attend annual meetings of stockholders. Eight directors attended the 2015 annual meeting of stockholders.

Board CommitteesCommittees

OurDuring 2017 our Board of Directors has establishedhad the following standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee,Committee. Our Board of Directors has adopted written charters for each of these committees, which haveare available on our investor relations website, accessible through our principal corporate website at www.remax.com. The content of our website is not incorporated in this proxy statement. In February 2018 the compositionBoard of Directors established a Finance and responsibilities described below.Investment Committee. From time to time, the Board may also establish committees for special limited purposes.

Audit Committee

The Audit Committee is responsible for, among other matters: (i) appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm; (ii) discussing with our independent registered public accounting firm theits independence of its members from our management; (iii) reviewing with our independent registered public accounting firm the scope and results of their audit; (iv) approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (v) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; (vi) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements; (vii) establishing procedures for the confidential and/or anonymous submission and review of concerns regarding questionable accounting, internal controls, auditing matters, or anything else that appears to involve financial or other wrongdoing; and (viii) reviewing and approving related party transactions. Since 2017, the Audit Committee has also been responsible for reviewing and approving our quarterly reports for the first, second, and third quarters; the full Board of Directors approves our annual report following the fourth quarter. The Board has delegated authority to the Audit Committee to approve regular quarterly dividends, within parameters established by the Board.

Our Audit Committee currently consists of Kathleen Cunningham (Chair), Joseph DeSplinter, Roger Dow, Ronald Harrison, and Christine Riordan.Teresa Van De Bogart. Our Board of Directors has affirmatively determined that each of the Audit Committee members meets the definition of an “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and NYSE rules.

Our Board of Directors has determined that each of Kathleen Cunningham and Joseph DeSplinter qualifieseach qualify as an “Audit Committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our investor relations website, accessible through our principal corporate website at www.remax.com. The content of our web site is not incorporated in this proxy statement.

Compensation Committee

The Compensation Committee is responsible for, among other matters: (i) reviewing key employee compensation goals, policies, plans, and programs; (ii) reviewing and approving the compensation of our directors and executive officers; (iii) oversight of compensation of other officers; (iv) administering the Company’s equity compensation program; (v) reviewing and approving employment agreements and other similar arrangements between us and our officers; and (vi) appointing and overseeing any compensation consultants.

The Compensation Committee currently consists of Roger Dow (Chair), Richard Covey, (Chair), Ronald Harrison, and Gail Liniger. As a controlled company, we rely upon the exemption from the requirementChristine Riordan. The Board has affirmatively determined that we have a Compensation Committee composed entirelyeach of independent directors. Our Board of Directors has adopted a written charter for the Compensation Committee which is availablemembers meets the definition of an independent director for purposes of serving on our investor relations website, accessible through our principal corporate website at www.remax.com.the Compensation Committee under Rule 10C-1 of the Exchange Act and NYSE rules.  

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for, among other matters: (i) identifying and evaluating potential candidates for Board membership and making recommendations to the Board regarding qualified individuals to

The Nominating and Corporate Governance Committee currently consists of Daryl JespersonChristine Riordan (Chair), Kathleen Cunningham, and Daniel Predovich. A new Chair of the committee is expected to be appointed following Mr. Jesperson’s departure from the Board. As a controlled company, we rely upon the exemption from the requirement that we have aRonald Harrison. The Nominating and Corporate Governance Committee composed entirelyhas been fully independent since May 2016.

Finance and Investment Committee

The Board established the Finance and Investment Committee in February 2018. The Finance and Investment Committee members are Joseph DeSplinter (Chair) and Kathy Cunningham. The primary purposes of independent directors. Ourthe committee are to assist the Board with oversight, approval, and recommendations regarding the Company’s capital structure and capital strategy, investment of Directors has adopted a written charter forcash, interest rate and currency risk management, tax planning (including tax receivable agreements), and other financial arrangements.

Ad Hoc Committees

Pursuant to the NominatingCompany’s bylaws and Corporate Governance Guidelines, the Board may from time to time establish ad hoc committees of the Board. 

In October 2017, the Board formed an independent special committee (the “Special Committee”), aided by external counsel, to conduct a complete and independent internal investigation into certain matters including previously undisclosed transactions between Mr. Liniger and Mr. Contos. The transactions included a loan of personal funds from Mr. Liniger to Mr. Contos to fund the purchase of a personal residence and a number of other matters. The Special Committee which is availableinvestigation delayed the publication of certain of the Company’s periodic filings of financial information until the conclusion of the investigation in February 2018.  Subsequent thereto, the Company concluded it did not have an effective risk assessment process to identify and assess the financial reporting risks related to benefits provided by Mr. and Mrs. Liniger, including those described above and consequently did not have effective controls and training of personnel over the identification and communication of related party transactions to financial reporting personnel, management and the Board, as appropriate, to identify and evaluate recognition, measurement and disclosure of such transactions. This resulted in a material weakness in internal control over financial reporting. The Board and the Company’s senior leadership team are in the process of implementing measures to remediate this material weakness. See the Company’s 2017 Annual Report, filed with the SEC on our investor relations website, accessible through our principal corporate website at www.remax.com.March 15, 2018 for more details regarding the Special Committee and the Company’s plan to remediate the material weakness in internal control over financial reporting.

Director Nomination ProcessProcess

The Nominating and Corporate Governance Committee is responsible for evaluating potential candidates and making recommendations to the Board of Directors with respect to candidates to be nominated to serve as directors. The Nominating and Corporate Governance Committee has no specific or minimumensures that candidates meet qualifications for nominees, other than those necessary to meet specific requirements under SEC rules or NYSE standards. Among the qualifications the Nominating and Corporate Governance Committee may consider are personal and professional integrity; exceptional ability and judgment; broad experience in business, finance, or administration; familiarity with the real estate or franchising industries; ability to serve the long-term interest of our stockholders; sufficient time to devote to the Board duties; and ability to provide continuing service and promote stability.

The Nominating and Corporate Governance Committee does not have a formal policy regarding diversity; however, theRole of Diversity in Director Nominations

The Board believes that it is important that the Board be comprised of directors with diverse backgrounds, viewpoints, and experiences. To that end, the Board pays special attention to the diversity of its members, and the Board believes its oversight capabilities are bolstered by its diverse composition. Four of our ten directors are female and women serve as the Chairs of both our Audit and Nominating and Corporate Governance Committees. The Nominating and Corporate Governance Committee does not have a formal policy regarding diversity, but continually looks for opportunities to maintain and increase the diversity of the Board.

Director Recommendations and Nominations by Stockholders

The Nominating and Corporate Governance Committee welcomes the Company’s stockholders to nominate candidates for Board membership. The committee will consider any such nominee in the same manner in which it evaluates other potential nominees, so long as the recommendation is submitted in accordance with the Company’s bylaws and the committee’s charter. A summary of these requirements is set forth below.

The nomination should contain the following information:

     the candidate’s name, age, business address, and home address;

     the candidate’s biographical information, with respect toincluding educational information, principal occupation or employment, past work experience (including all positions held within the nominee:past five years), personal references, and service on boards of directors or other positions the candidate currently holds or has held during the past three years;

Further, nominations should contain the following information about the candidate and his or her qualifications.

     the name and record address of the stockholder making the recommendation:recommendation; and

Stockholder nominations should be submitted to the Company’s Corporate Secretary at the Company’s headquarters. Stockholder nominations may be made at any time. However, in order for a candidate to be included in the slate of director nominees for approval by stockholders in connection with a meeting of stockholders and for information about the candidate to be included in the Company’s proxy materials for such a meeting, the stockholder must submit the information set forth above and other information reasonably requested by the Company within the timeframe set forth in Exchange Act Rule 14a-8. Further information about this timeframe can be found below under “Information Regarding Stockholder Proposals.”

COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

In this Compensation Discussion and Analysis, we provide information on how we compensate our Named Executive Officers. During 2017, five individuals were designated by our Board of Directors as executive officers and are referred to as our “Named Executive Officers” for 2017:

     Adam Contos, Co-CEO and, before that, Chief Operating Officer, during 2017

     David L. Liniger, Chair,  Co-Founder and Co-CEO during 2017

     Karri R. Callahan, Chief Financial Officer

     Serene  M. Smith, Chief Operating Officer

     Geoffrey D. Lewis, Former President

Overview of our Executive Compensation Program

The philosophy of our executive compensation program is that executive compensation should aim to align the goals of management with the interests of the Company and its stockholders, balance rewards for both short-term performance and longer-term value creation, incentivize and reward high performance without encouraging imprudent risk taking, and attract and retain talented leaders. This philosophy drives all aspects of officer (including Named Executive Officer) compensation, including our base pay guidelines, bonus structure, and grants of long-term equity-based compensation awards.

Role of the Compensation Committee

The Compensation Committee determines the compensation of the CEO and other executive officers and oversees the compensation of other officers and employees. The Compensation Committee also administers the Company’s equity compensation program.

Role of the CEOs 

Mr. Liniger served as our CEO through May 2017, and for the remainder of 2017, Mr. Liniger and Mr. Contos served as Co-CEOs. The majority of actions taken with respect to 2017 Named Executive Officer compensation were taken during the time that Mr. Liniger was the sole CEO. Our CEO, using information from the Human Resources department and the compensation consultants discussed below, recommends to the Compensation Committee the amount and form of compensation for executive officers other than himself. His recommendation for each officer is based on his evaluation of Company performance and individual performance, relative to goals that the Board and Company management have set. 

Mr. Liniger Did Not Receive Compensation

Since our IPO in October 2013, Mr. Liniger, our Chair and Co-Founder, who served as CEO through May 2017 and as Co-CEO for the remainder of the year, has not received compensation for his service to the Company either as an officer or director, other than benefits that are similar to those offered to other officers and employees.

Role of Compensation Consultants

The Compensation Committee, pursuant to its charter, has the authority to engage advisers to assist the committee in carrying out its duties. The Compensation Committee currently engages Dynol Consulting (“Dynol”) as compensation consultants. The Committee has previously engaged Compensia, Inc. (“Compensia”), and Haigh & Company (prior to the primary individual engaged by the committee leaving Haigh & Company to join Dynol). All compensation consultants are independent under NYSE standards. They provide compensation data on other companies and recommendations on executive compensation, including bonuses and equity grants. Compensia, Dynol, and Haigh & Company have also provided data and recommendations regarding director compensation.

In 2016, the Company, working with Haigh & Company, developed a peer group which the Company has used for compensation starting with in fiscal year 2017. Dynol and Haigh & Company have also provided information from proprietary surveys of salary data and other sources. From 2014 through 2016, Company management, with input from Compensia and under the direction of the Compensation Committee, used a different peer group.

The 2014 peer group was used for reviewing compensation data and assisting in determining compensation for executive officers and other Company officers through the year ended December 31, 2016. Since then, 2014 peer group data has been supplemented with the 2016 peer group data to be used for compensation decisions beginning with the current fiscal year. The compensation consultants provided information about the peer companies, which Haigh & Company supplemented with proprietary

salary survey data for the 2016 peer group. The Compensation Committee used such information in determining all elements of executive officer compensation. The Company, however, did not target specific positioning relative to these peers.

The 2016 peer group is comprised of franchisors and real-estate related companies. In addition to the 2016 peer group, Haigh & Company has provided information from a proprietary database of companies with revenue similar to ours. In selecting the 2014 peer group, the Company and Compensia sought public companies with similar revenue or market capitalization, many of which were franchisors or other companies with distributed operations, with a preference for companies headquartered in the mountain west.

Elements of Executive Compensation

The compensation of our Named Executive Officers consists primarily of base salary, cash bonus, and long-term equity incentive compensation. Mr. Liniger did not receive compensation for his role as an officer or director and this compensation program did not apply to him.

Base Salary

Base salary provides a fixed amount of cash compensation. The Company aims to pay base salary that will attract and retain quality officers who will drive the Company’s success. The Company’s philosophy is to pay experienced, seasoned officers near the midpoint of the established base salary range for that position, based on data from its compensation consultants. Base salary for each of the executive officers, other than Mr. Liniger who elected not to receive salary, bonus, or equity compensation, is determined by the Compensation Committee taking into account the recommendation of the CEO, market data provided by the Company’s compensation consultants on base salary paid to similar officers at other companies, and each officer’s performance, in order to determine a base salary level that is competitive and commensurate with the performance, duties, and experience of each executive officer. The CEO and Compensation Committee evaluate base salary for executive officers annually.

CashBonus

We use annual cash bonuses to motivate and reward executive officers for meeting and exceeding personal and corporate objectives. We design our cash bonuses so that, at the target bonus level, approximately one third of each executive officer’s total cash compensation for the year (i.e., such individual’s base salary plus cash bonus) would be comprised of a cash bonus that depends on individual and Company performance over the prior year. In 2017, pursuant to the 2017 RE/MAX Performance Evaluation and Incentive Plan (the “2017 Bonus Plan”), each of our Named Executive Officers, other than Mr. Liniger, was eligible for a bonus based on a percentage of such officer’s base salary.

Cash bonus award amounts for executive officers under the 2017 Bonus Plan are based on both Company and individual performance. For Mr. Contos, Ms. Callahan, and Ms. Smith, the calculation is a two-step process. First each officer’s maximum bonus pursuant to the 2017 Bonus Plan is calculated based on Company performance. That amount is then multiplied by an individual performance score, expressed as a percentage, to determine the final bonus figure. A portion of Mr. Lewis’s bonus is a corporate

bonus based on Company performance and a portion is a “kicker” bonus that is tied to agent count and RE/MAX and Motto franchise sales.

For Company performance, the Compensation Committee established a measurement called Bonus Adjusted EBITDA, which is the Company’s budgeted Adjusted EBITDA, excluding bonus expense, and including such other adjustments that the Compensation Committee deems appropriate.1 We believe Adjusted EBITDA reflects the performance of our business and facilitates a meaningful evaluation of operating results on a comparable basis with historical results. The Compensation Committee sets levels for the threshold bonus, target bonus, and maximum bonus for each officer, based on Bonus Adjusted EBITDA amounts. For Mr. Contos, Ms. Callahan and Ms. Smith,  the Compensation Committee set threshold bonus under the 2017 Bonus Plan at 25% of base salary, target bonus at 50% of base salary, and maximum bonus at 75% of base salary. For Mr. Lewis’s corporate bonus, the Compensation Committee set threshold at 10% of base salary, target at 20% of base salary and maximum bonus at 30% of base salary. This amount determined by Company performance is then multiplied by the individual performance percentage score to determine the total bonus amount. For Mr. Lewis’s kicker bonus, threshold bonus is 17.5% of base salary, target bonus is 35% of base salary, and maximum bonus is 52.5% of base salary.

For individual performance, the CEO, working with our Human Resources department, prepares an incentive plan for each executive officer. The Compensation Committee then reviews and revises these plans as it deems appropriate, before approving them. Following the end of the year, the Compensation Committee evaluates the officer’s performance against such incentive plan to determine the individual performance score used in making the bonus determination. Individual performance measures and results for each Named Executive Officer are discussed below.

In addition to the plan-based bonus, the Compensation Committee has discretion to pay out additional bonuses based on special projects or other exceptional circumstances. Plan-based cash bonuses are paid annually, based on the prior year’s performance, and project-based bonuses may be paid on an irregular basis, as the Compensation Committee deems appropriate to the circumstances. Following the end of the year, the CEO and Compensation Committee review each executive officer’s performance to determine the amount of such bonus, if any, to be paid.

Long-Term Equity Incentive Compensation

The Compensation Committee also grants executive officers and other Company officers equity awards to incentivize long-term value creation by aligning each officer’s interests with those of stockholders, to reward strong performers, and to retain key personnel through long-term vesting.

The Board of Directors, as part of the annual budget process, determines the aggregate budget for all equity awards. The CEO, working with Company management, recommends an individual award for each recipient, including Named Executive Officers. The Compensation Committee reviews this recommendation and grants equity awards. Generally, the Compensation Committee grants equity awards annually. However, on occasion the Compensation Committee may grant additional awards, for example, in connection with promotions.

Until 2017, long-term equity awards were generally time-based restricted stock units that vested equally over a three-year period. Beginning in 2017, the Compensation Committee shifted the focus of the long-term incentive program in order to further incentivize performance and further to align the interests of the executive officers with stockholders. In order to accomplish this, the restricted stock unit grants approved in March 2017 included performance-based vesting criteria in addition to time-based vesting criteria. For the Named Executive Officers, 60 percent of the award has performance-based vesting and 40 percent of the award has time-based vesting. The number of restricted stock units that vest for each executive officer are based on: (a) revenue, and (b) total stockholder return relative to the Standard & Poor’s SmallCap 600® index. Each executive officer was granted a target number of performance-based restricted stock units. If threshold levels are not met, none of the performance-based restricted stock units will vest. If the thresholds are met, the number of restricted stock units that vest will be between 50% and 150% of the target amount.

Perquisites and Other Benefits

The Company offers a comprehensive benefit package to all full-time employees designed to attract and retain talented employees at all levels. The Company paid for certain educational benefits for Mr. Contos in 2016 and 2017, as described below. Otherwise, the Company’s benefits for its executive officers are substantially the same as those provided to other officers and employees.

1  See the 2017 Annual Report for the definition of Adjusted EBITDA. A table presenting a reconciliation of net income (the most directly comparable GAAP financial measure) to Adjusted EBITDA is included in the Company’s 2017 Annual Report.  

As part of the Company’s benefit package, David and Gail Liniger have made a golf course they own available for use by Company officers and employees at no cost to employees, or to the Company. This benefit is considered taxable compensation to officers and employees and, in 2017, the Company paid a tax gross up with respect to tax years 2014, 2015, 2016, and 2017 to all officers and employees who used the golf course during such years. David and Gail Liniger provided certain other benefits to Adam Contos as described further below.

David L. Liniger, Chair and Co-Founder

Since our IPO in October 2013, David Liniger, our Chair and Co-Founder, who served as CEO through May 2017 and as Co-CEO for the remainder of the year, has not received compensation for his service to the Company either as an officer or director. Through 2017, Mr. Liniger continued to receive substantially the same benefits, including health insurance, as other Company employees. Although Mr. Liniger is not compensated for his services, the Board reviewed Mr. Liniger’s performance as an officer regularly. Therefore, the Compensation Committee set annual performance goals for Mr. Liniger and evaluated his performance in much the same way as for other executive officers.

Adam M. Contos, CEO

2017 CEO Pay Mix

Base Salary

Mr. Contos began 2017 as our Chief Operating Officer and served as Co-CEO from since May 30, 2017 until his appointment as sole CEO on February 14, 2018. His annual base salary was $320,000 from January 1, 2017 through February 28, 2017; $380,000 from March 1, 2017 through May 29, 2017; and $400,000 from May 30, 2017 through December 31, 2017.  

Cash Bonus

Pursuant to the 2017 Bonus Plan, an amount calculated based on Company performance was multiplied by an individual performance score to determine Mr. Contos’s final bonus of $70,000.

The individual score was determined based on a qualitative evaluation of performance drivers (weighted 50%) and individual goals (weighted 50%). Performance drivers include technical expertise, customer focus, decision quality, communication, overall work quality, and strategy development and execution. Mr. Contos’s individual goals included assuming new responsibilities in his role as Co-CEO, developing a mentoring program, leading a strategic acquisition, leading a talent review, and graduating from the MBA program at the Daniels College of Business at the University of Denver. In determining Mr. Contos’s cash bonus for 2017, the Compensation Committee also took into account Mr. Contos’s failure to disclose the loan he received from David Liniger, which was a subject of the Special Committee’s investigation.  For more details regarding the Special Committee’s findings, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Special Committee Investigation” in the Company’s 2017 Annual Report, filed with the SEC on March 15, 2018.

Equity Grants

In March 2017, the Compensation Committee granted Mr. Contos 6,854 restricted stock units, with a grant date fair value of $390,046. Sixty percent of the grant could vest in 2020 based on Company performance during 2017, 2018, and 2019, as discussed above under “Long-Term Equity Incentive Compensation.” The remaining 40 percent of the grant is scheduled to vest in equal installments on March 1, 2018, 2019, and 2020, subject to Mr. Contos’s continued service through each vesting date.

Education Benefits

The Company paid tuition and other related expenses in 2016 and 2017 for Mr. Contos to obtain a Masters of Business Administration degree from the Daniels College of Business at the University of Denver. Mr. Contos graduated from the program in 2017.

Other

In addition to the education benefits provided to Mr. Contos as described above, other compensation for Mr. Contos also includes our standard 401(k) match, dividend equivalents paid in cash upon vesting of restricted stock units, complimentary use of a golf course owned by David and Gail Liniger, and a tax gross-up payment in 2017 related to the use of the golf course, similar to that granted to other officers and employees.

Other compensation for Mr. Contos for 2016 also includes: (i) $84,000 in relation to gifts for the benefit of Mr. Contos provided by David and Gail Liniger, (ii) $28,519 in respect of travel involving hotel and air provided by the Linigers on a complimentary basis for the benefit of Contos, and (iii) $7,917 in deemed interest amounts related to the benefit of below-market terms including an annual interest rate of 1% with respect to a loan to Mr. Contos from Mr. Liniger in the principal amount of $2.375 million.   Other compensation in 2017 also includes (i) $42,012 in respect of travel involving hotel and air provided by the Linigers on a complimentary basis for the benefit of Contos, and (ii) $7,272 in deemed interest amounts related to the benefit of below-market terms, including an annual interest rate of 1%, with respect to a loan to Mr. Contos from Mr. Liniger in the principal amount of $2.375 million.

The items listed in the preceding paragraph did not involve the use of Company funds and were not reviewed by the Compensation Committee of the Board.  Instead, David Liniger and Gail Liniger made arrangements for these elements of other compensation in favor of Mr. Contos and in a number of instances the remaining members of the Board and the Compensation Committee were largely unaware of the facts and circumstances of these other compensation arrangements prior to a comprehensive review of these matters by the Special Committee during an investigation that was performed in late 2017 and early 2018. 

Mr. Contos has assured the Board of Directors that his failure to disclose these arrangements was unintentional and has assured the Board of his intention to repay the outstanding loan from Mr. Liniger as promptly as practicable.

Karri R. Callahan, Chief Financial Officer

2017 Chief Financial Officer Pay Mix

Base Salary

Ms. Callahan is our Chief Financial Officer, a position she has held since March 2016. Her annual base salary at the beginning of 2017 was $300,000. On March 1, 2017 her base salary was increased to $320,000.

Cash Bonus

Pursuant to the 2017 Bonus Plan, an amount calculated based on Company performance was multiplied by an individual performance score to determine Ms. Callahan’s final bonus of $64,000.

The individual score was determined based on a qualitative evaluation of performance drivers (weighted 50%) and individual goals (weighted 50%). Performance drivers include technical expertise, customer focus, decision quality, communication, overall work quality, and strategy development and execution. Ms. Callahan’s individual goals included further developing her technical and functional expertise, improving her customer focus and employee engagement, and continuing to develop talent in the finance department. In determining Ms. Callahan’s cash bonus for 2017, the Compensation Committee also took into account the immaterial corrections to the Company’s prior period financial statements and the identified material weakness in internal control over financial reporting associated with certain related party transactions with the Company’s controlling stockholder, the largest being the complimentary use by Company personnel of a golf facility owned by David and Gail Liniger.  See additional information in Item 8: Financial Statements and Supplementary Data Note 18 (Immaterial Corrections to Prior Period Financial Statements) to the consolidated financial statements and Item 9A: Controls and Procedures in our 2017 Annual Report.

The Compensation Committee awarded Ms. Callahan an additional discretionary bonus of $12,500 based on her leadership during the acquisition of the Northern Illinois region. 

Equity Grants

In March 2017, the Compensation Committee granted Ms. Callahan 5,772 restricted stock units, with a grant date fair value of $328,472. Sixty percent of the grant would vest in 2020 based on Company performance during 2017, 2018, and 2019, as discussed above under “Long-Term Equity Incentive Compensation.” The remaining 40 percent of the grant is scheduled to vest in equal installments on March 1, 2018, 2019, and 2020, subject to Ms. Callahan’s continued service through each vesting date.

Other

Other compensation for Ms. Callahan consisted of our standard 401(k) match, dividend equivalents paid in cash upon vesting of restricted stock units, complimentary use of a golf course owned by David and Gail Liniger, and a tax gross-up related to the use of

the golf course. The complimentary use of the golf course and related tax gross-up were similar to those granted to other officers and employees.  

Serene M. Smith, Chief Operating Officer

2017 Chief Operating Officer Pay Mix

Base Salary

Ms. Smith is our Chief Operating Officer, a position she has held since May 2017. Her annual base salary while serving as Chief Operating Officer during 2017 was $300,000.

Cash Bonus

Pursuant to the 2017 Bonus Plan, an amount calculated based on Company performance was multiplied by an individual performance score to determine Ms. Smith’s final bonus pursuant to the 2017 Bonus Plan of $75,000.

The individual score was determined based on a qualitative evaluation of performance drivers (weighted 50%) and individual goals (weighted 50%). Performance drivers include technical expertise, customer focus, decision quality, communication, overall work quality, and strategy development and execution. Ms. Smith’s individual goals included expanding and improving the Company’s analytics capabilities, automating certain aspects of the Company’s modeling and forecasts, building an enterprise project management office, establishing a steering committee for change management, and developing the staff in the departments she oversees.  

Equity Grants

In March 2017, the Compensation Committee granted Ms. Smith 3,608 restricted stock units, with a grant date fair value of $205,325. Sixty percent of the grant will vest in 2020 based on Company performance during 2017, 2018, and 2019, as discussed above under “Long-Term Equity Incentive Compensation.” The remaining 40 percent of the grant is scheduled to vest in equal installments on March 1, 2018, 2019, and 2020, subject to Ms. Smith’s continued service through each vesting date.

Other

Other compensation for Ms. Smith consisted of our standard 401(k) match, dividend equivalents paid in cash upon vesting of restricted stock units, complimentary use of a golf course owned by David and Gail Liniger, and a tax gross-up related to the use of the golf course. The complimentary use of the golf course and related tax gross-up were similar to those granted to other officers and employees. 

Geoffrey D. Lewis, Former President

2017 President Pay Mix

Base Salary

Mr. Lewis served as our President from May 2015 until February 8, 2018,  when he agreed to step down from that role and to transition to retirement from the Company. Mr. Lewis will remain with the Company as a Senior Advisor through June 30, 2018, the date of his retirement. On February 8, 2018, the Company entered into a Separation Agreement, Waiver, and Release with Mr. Lewis (the “Separation Agreement”), which is discussed further below under “Employment Agreements and Separation Agreements.” His annual base salary since he became President through the end of 2017 was $500,000.  

Cash Bonus

Mr. Lewis’s cash bonus under the 2017 Bonus Plan was paid by agreement pursuant to the terms of the Separation Agreement in the amount of $65,378.   

Equity Grants

In March 2017, the Compensation Committee granted Mr. Lewis 4,510 restricted stock units, with a grant date fair value of $256,655. Sixty percent of the grant could have vested in 2020 based on Company performance during 2017, 2018, and 2019, as discussed above under “Long-Term Equity Incentive Compensation.” The remaining 40 percent of the grant was scheduled to vest in equal installments on March 1, 2018, 2019, and 2020. Both of these grants were subject to Mr. Lewis’s continued service through each vesting date. Pursuant to the Separation Agreement, Mr. Lewis’s employment with the Company will end on June 30, 2018 and the unvested portion of all outstanding equity awards, including the 2017 equity awards, will be forfeited at that time.

Other

Other compensation for Mr. Lewis consisted of our standard 401(k) match, dividend equivalents paid in cash upon vesting of restricted stock units, complimentary use of a golf course owned by David and Gail Liniger, similar to that granted to other officers and employees, and a tax gross-up related to the use of the golf course similar to that granted to other officers and employees.

Other Compensation Policies

Stock Ownership Guidelines

We believe that ownershipOwnership of RE/MAX Holdings stock helps align the interests of our directors and executive officers with those of stockholders. To encourage stock ownership, our Board of Directors has adopted stock ownership guidelines applicable to directors, all Named Executive Officers and certain other members of senior management. The stock ownership guidelines provide a minimum share ownership level for directors and certain officers based on a multiple of base salary or cash retainer. Unvested time-based restricted stock units count toward the threshold. The multiples are as follows: Chief Executive Officer:CEO: five times base salary; President, Chief Financial

Officer, and Chief Operating Officer: two times base salary; other officers subject to the guidelines: one times base salary; non-employee directors: three times base cash retainer. If an officer or director is below the thresholds of the guidelines, the officerguidelines’ applicable threshold, he or directorshe may not sell more than one half of the after-tax portion of equity awards (other than those that were vested at the time of our IPO).

Transactions Involving Company Stock

Our insider trading policy prohibits all officers, employees, and directors from engaging in any of the following activities without the prior written consent of the Board of Directors or the Chief Compliance Officer: pledging Company stock, entering into hedging transactions involving Company stock, short sales of Company stock, and trading in derivative securities related to Company stock.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board has reviewed and discussed with management the Compensation Discussion and Analysis above. Based on this review and these discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K for 2017 for filing with the SEC.

Compensation Committee

Roger J. Dow, Chair

Richard O. Covey

Christine M. Riordan

EXECUTIVE COMPENSATIOCOMPENSATION TABLESN

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we have reduced disclosure obligations regarding executive compensation compared to companies that are not emerging growth companies and we are exempt from the requirement of holding advisory “say-on-pay” votes on executive compensation. Under the JOBS Act, we will remain an emerging growth company until the earliest of (1) the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more; (2) the last day of the fiscal year following the fifth anniversary of the completion our IPO; (3) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and (4) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.

Summary Compensation TableTable

The following table presents information regarding compensation earned by or awards to our named executive officersNamed Executive Officers during fiscal years 20152017,  2016, and 2014.

2015.

Narrative Disclosure(6)  The amount for Mr. Contos’s “All Other Compensation” in 2016 was revised from the number reported in our Definitive Proxy Statement filed with the SEC on April 12, 2017 (the “2017 Proxy Statement”). The additional amount is comprised of (i)  $84,000 in relation to Summary Compensation Table

Determinationgifts for the benefit of Executive Compensation

The Compensation Committee is responsibleContos provided by David and Gail Liniger, (ii) $28,519 in respect of travel involving hotel and air provided by the Linigers on a complimentary basis for determining the compensationbenefit of Contos, (iii) $7,917 in deemed interest amounts related to the Chief Executive Officerbenefit of below-market terms, including an annual interest rate of 1%, with respect to a loan to Mr. Contos from Mr. Liniger in the principal amount of $2.375 million, and other executive officers and is responsible for oversight(iv) $1,200 related to complimentary use of a golf course owned by the compensation ofLinigers, similar to that granted to other officers and employees. The Compensation Committeetotal compensation for Mr. Contos for 2016 was also revised from the number in the 2017 Proxy Statement to reflect the increase in “All Other Compensation.” The Company is also responsiblestill evaluating details of the tax treatment of some of the perquisites and benefits described above that were provided by the Linigers on a complimentary basis.  The $103,188 previously reported for administeringMr. Contos’s “All Other Compensations” in 2016 consisted of (i) matching contributions made under our 401(k) plan, (ii) dividend equivalents paid in cash upon settlement of restricted stock units, (iii) $59,470 in respect of tuition and other education related expenses, and (iv) $31,999 paid in respect of a one-time payment for accrued paid time off paid upon Mr. Contos’s promotion to Chief Operating Officer, a position that does not accrue paid time off.

(7)  We discontinued paying compensation to Mr. Liniger at the Company’s equity compensation program. The Compensation Committee delegates authoritytime of our IPO in October 2013. Through 2017, Mr. Liniger continued to make equity grantsreceive substantially the same benefits, including health insurance, as other Company employees.

(8)  Reflects matching contributions made under our 401(k) plan, dividend equivalents paid in cash upon vesting of restricted stock units, complimentary use of a golf course owned by David and Gail Liniger, similar to that granted to other officers and employees, a sub-committee comprised onlytax gross up of independent directors when necessary to comply with applicable securities laws.

Our Chief Executive Officer makes recommendations$3,950 related to the use of the golf course, similar to that granted to other officers and employees and, with respect to 2016, $22,788 paid in respect of a one-time payment for accrued paid time off paid upon Ms. Callahan’s promotion to Chief Financial Officer in 2016, a position that does not accrue paid time off.

(9)  Reflects matching contributions made under our 401(k) plan, dividend equivalents paid in cash upon vesting of restricted stock units, complimentary use of a golf course owned by David and Gail Liniger, similar to that granted to other officers and employees, and a tax gross up related to the use of the golf course, similar to that granted to other officers and employees. The amount of the tax gross up payment in 2017 was $12,116 in respect of golf course use for the period from 2014 through 2017.

(10) Reflects the bonus paid to Mr. Lewis under the 2017 Bonus Plan, as agreed in his Separation Agreement.

(11) Reflects $12,000 in matching contributions made under our 401(k) plan, as well as dividend equivalents paid in cash upon vesting of restricted stock units, complimentary use of a golf course owned by David and Gail Liniger, similar to that granted to other officers and employees, and a tax gross up related to the use of the golf course, similar to that granted to other officers and employees. The amount of the tax gross up payment in 2017 was $12,280 in respect of golf course use for the period from 2014 through 2017.

Grants of Plan-Based Awards

(1)   Represents potential payouts of cash incentives under the 2017 Bonus Plan. Actual amounts paid are reflected above in the Summary Compensation Committee regarding the amount and form of compensation for named executive officers other than himself. His recommendation isTable.

(2)   Represents performance-based restricted stock units that are scheduled to vest in 2020 based on Company performance during 2017, 2018, and individual performance, relative2019.

(3) Represents time-based restricted stock units that are scheduled to goals that Company management has set.vest in equal installments on March 1, 2018, 2019, and 2020.

(4)   Reflects the grant date fair value of restricted stock units granted to each Named Executive Officer, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. See Note 12 to our audited consolidated financial statements in our 2017 Annual Report.

Outstanding Equity Awards at Fiscal Year End

The Compensation Committee, pursuantfollowing table provides information regarding outstanding equity awards held by our Named Executive Officers as of the end of fiscal year 2017.

(1)   Value is calculated by multiplying the number of unvested restricted stock units by $48.50, which was the closing market price of our Class A common stock on December 29, 2017, the last trading day of the fiscal year.

(2)   Represents time-based unvested restricted stock units as of December 31, 2017 that were scheduled to its charter, hasvest as follows: (i) 926 vest on April 1, 2018, (ii) 5,024 vest in equal installments on March 1, 2018 and 2019 and (ii) 2,742 vest in equal installments on March 1, 2018, 2019, and 2020.   

(3)   Represents unvested restricted stock units that will vest in 2020 based on Company performance during 2017, 2018, and 2019. The number set forth above represents the authoritythreshold number of RSUs.

(4)   Represents time-based unvested restricted stock units as of December 31, 2017 that were scheduled to engage advisersvest as follows: (i) 1,028 vest on April 1, 2018, (ii) 4,019 vest in equal installments on March 1, 2018 and 2019 and (ii) 2,309 vest in equal installments on March 1, 2018, 2019, and 2020. 

(5)Represents time-based unvested restricted stock units as of December 31, 2017 that were scheduled to assistvest as follows: (i) 926 vest on April 1, 2018, (ii) 4,019 vest in equal installments on March 1, 2018 and 2019 and (ii) 1,443 vest in equal installments on March 1, 2018, 2019, and 2020.    

(6) Represents time-based unvested restricted stock units as of December 31, 2017 that were scheduled to vest as follows: (i) 2,569 vest on April 1, 2018, (ii) 5,024 vest in equal installments on March 1, 2018 and 2019 and (ii) 1,804 vest in equal installments on March 1, 2018, 2019, and 2020. Pursuant to the committee in carrying out its duties. The Compensation Committee has engaged Compensia, Inc. to provide compensation dataSeparation Agreement, Mr. Lewis’s employment will end June 30, 2018, and all units not vested as of that date will be forfeited.       

Option Exercises and Stock Vested for Fiscal Year 2017

(1)   Represents the amounts realized based on other companies and recommendations on executive compensation, including bonuses and equity grants. Compensia, Inc. has also provided data and recommendations regarding director compensation.the fair market value of our stock upon vesting, which is the closing price the day before the applicable vesting date.

Employment Agreements and Separation Agreements

EmploymentSince our IPO, we have not entered into employment agreements with certain ofany executive officer. Geoffrey Lewis, our namedPresident during 2017, is the only executive officer who had an employment agreement in 2017. Currently no executive officers are described below. We also entered into a retirement agreement with our former president and a separation and transition agreement with our Co-Chief Financial Officer, which are described below.have employment agreements.

Geoffrey D. Lewis

We entered into an employment agreement with Mr. Lewis on July 1, 2010. Concurrently with the announcement of Mr. Lewis’s retirement, on February 8, 2018, the Company entered into the Separation Agreement with Mr. Lewis. The Separation Agreement provides that Mr. Lewis’s employment agreement provideswas terminated and replaced with the Separation Agreement.

Mr. Lewis’s employment agreement provided for an initial term through July 1, 2011, but is automatically renewed for one year periods on each anniversary date of the agreement. Pursuant to his employment agreement, Mr. Lewis is entitled to an annual base salary, which is reviewed annually, and is eligible to receive an annual performance-based bonus. Mr. Lewis’s current base salary under the employment agreement is $500,000. Additionally, the agreement provides that Mr. Lewis is eligible for tax adjustment “gross-up” payments in the event that Mr. Lewis becomes entitled to any amount that is determined to be subject to a tax penalty.

If Mr. Lewis’s employment is terminated (i) by us other than for cause, death, or disability (each as defined in the agreement), or (ii) by Mr. Lewis for good reason (as defined in the agreement), he is entitled to severance benefits consisting of (a) all payments and benefits which have been earned but not yet provided, (b) payments equal to 12 months of base salary paid on our regular payroll schedule, (c) any declared bonus payment that has not yet been paid to be provided in a lump sum within 30 days of termination, and (d) continued standard employee benefits for 12 months, including but not limited to, life insurance, medical insurance, and dental insurance.

Additionally, Mr. Lewis is entitled to a stay-on bonus in the event that he remains actively employed by us for a 12-month period immediately following the date of a change in control (as defined in the agreement). The stay-on bonus is to be determined in the successor’s discretion, but in no event will it be less than three months’ base salary as of the day before the change in control.

Mr. Lewis agreed that during his employment with us and the 12 months following the termination of his employment, he will not, directly or indirectly, on his own behalf or on behalf of others, solicit or recruit, or attempt to solicit or recruit, any person employed by us to end their employment, or to provide services to Mr. Lewis or to any other business that directly competes with us in the areas of franchising real estate brokerages, real estate brokerage, insurance brokerage or any other defined business in which we are engaged. Additionally, during this period, he has agreed not to directly or indirectly solicit any of our clients that he has had direct or indirect contact with or any of our franchisees to cease doing business with us or to otherwise do business with his or any directly competing entity.

Mr. Lewis has also agreed not to (a) accept employment or perform services on behalf of himself or any individual or entity that directly competes with us for a period of three months after termination, or (b) accept employment as a senior executive officer or perform services that are similar to the services he performed for us on behalf of himself or any individual or entity that directly competes with us for a period of 12 months after termination. Except if we terminate Mr. Lewis for cause (as defined in the agreement), these restrictions are only enforceable to the extent we tender to Mr. Lewis payment at a rate equal to Mr. Lewis’s final base salary. Payment of the severance benefits described above would discharge this payment obligation. If severance benefits are not required to be paid, then we can tender this supplemental consideration at any point in the 12-month period immediately following termination.

Potential Payments on Termination/Change of Control

We do not currently have any employment agreements with our executive officers. Some of the restricted stock unit agreements with our executive officers provide for accelerated vesting of awards in the event that there is a change of a control and the award is not converted into an equivalent award by the acquiring or successor entity.

For Named Executive Officers serving as of December 31, 2017 the following table sets forth potential termination payments under various circumstances, as though the termination had occurred on December 31, 2017.

(1)   Reflects accelerated vesting of restricted stock units in the event of a change in control in connection with which the restricted stock units are scheduled to vest in thirdsnot converted into an equivalent award by the acquiring or successor entity.

(2)Information for Mr. Lewis is as of December 31, 2017, based on April 1, 2016, 2017, and 2018, except that Mr. Metzger’shis restricted stock units may vest earlier, pursuant toaward agreements and the employment agreement that was in effect at that time. On February 8, 2018, the Company entered into the Separation Agreement with Mr. Lewis, which is described in more detail above under “Employment Agreements and second release described above.Separation Agreements.”

Principal Executive Officer Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of David Liniger, who served as our principal executive officer for all of 2017.

We identified the median employee by examining the compensation (including base salary, bonuses, commissions, incentives, and overtime) of all of our employees, other than Mr. Liniger, as of November 15, 2017. We annualized the compensation of all employees and selected the median employee.

The total compensation of the employee identified as the median employee at our Company was $92,777. This includes base salary of $68,300;  cash bonus of $11,650; 401(k) match of $9,000; $2,400 related to complimentary use of a golf course owned by David and Gail Liniger; and a tax gross-up of $1,427 related to the use of the golf course. For all employees, the compensation charge for the golf course use was taken and the gross-up was paid in 2017 but both the charge and the gross up related to use of the golf course in 2014, 2015, 2016, and 2017. The amount for the cash bonus also includes a tax gross-up of $119 for a special $200 bonus that was paid in cash. 

Mr. Liniger has not received compensation, other than standard employee benefits, since our IPO in 2013. His compensation in 2017 was $0. The ratio of Mr. Liniger’s compensation to that of the median employee was zero. 

Outstanding Equity Awards at Fiscal Year End

The following table provides information regarding outstanding equity awards held by our named executive officers as of the end of fiscal year 2015.

Employee Benefit and Stock PlansPlans

The 2013 Omnibus Incentive Plan

Prior to our IPO, our Board of Directors adopted the RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan (the “2013“Omnibus Plan”) and our stockholders voted in 2017 to reapprove the Omnibus Incentive Plan”).Plan. The 2013 Omnibus Incentive Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, of 1986, as amended (the “Code”), to our employees and any parent and subsidiary employees, and for the grant shares of our Class A common stock, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, cash-based awards (including annual cash incentives and long-term cash incentives), and any combination thereof to our employees, directors, and consultants and to employees, directors, and consultants of any affiliated entity, including RMCO.RMCO and its subsidiaries. This is a summary of the principal features of the 2013 Omnibus Incentive Plan. This summary, however, does not purport to be a complete description of all of the provisions of the 2013 Omnibus Incentive Plan and is qualified in its entirety by reference to the full text of the 2013 Omnibus Incentive Plan. As of the Record Date, approximately 40 officers, 415 other employees,  and eight non-employee directors were eligible to participate in the 2013 Omnibus Incentive Plan. The administrator of the Omnibus Plan also has discretion to grant awards to consultants. We have not historically granted awards to consultants and, as of the Record Date, there are no consultants the administrator would likely consider for the grant of awards. Such persons are eligible to participate in the Omnibus Plan on the basis that such participation provides an incentive, through ownership of the Company’s common stock, to continue in service to the Company and related entities, and to help the Company compete effectively with other enterprises for the services of qualified persons.

Share Reserve

We reserved for issuance under the 2013The Omnibus Incentive Plan shares of our Class A common stock equal to 2,365,793. This number included 787,500 shares of our Class A common stock for issuance under the 2013 Omnibus Incentive Plan upon the exercise of vested stock options that we granted in substitution of options that were granted by RMCO prior to our IPO. The 2013 Omnibus Incentive Plan provides for annual increases in the number of shares available for issuance thereunder on the first business day of each fiscal year, beginning with our fiscal year following the year of our IPO, equal to one percent of the number of shares of

Administration

The Compensation Committee of the Board of Directors administers the 2013 Omnibus Incentive Plan and is referred to as the “administrator.” In the case of awards intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code, to the extent required to so qualify, the committee will consist of two or more “outside directors” within the meaning of Section 162(m) of the Code. The administrator has the power to determine and interpret the terms and conditions of the awards, including the employees, directors, and consultants who will receive awards, the exercise price, the number of shares subject to each such award, the vesting schedule and exercisability of the awards, the restrictions on transferability of awards, and the form of consideration payable upon exercise. The administrator also has the authority to reduce the exercise prices of outstanding stock options and the base appreciation amount of any stock appreciation right if the exercise price or base appreciation amount exceeds the fair market value of the underlying shares, and to cancel such options and stock appreciation rights in exchange for new awards, in each case without stockholder approval.

Stock Options

The 2013 Omnibus Incentive Plan allows for the grant of incentive stock options that qualify under Section 422 of the Code only to our employees and employees of any parent or subsidiary of ours. Non-qualified stock options may be granted to our employees and directors and those of any affiliate of ours, including RMCO. The exercise price of all options granted under the 2013 Omnibus Incentive Plan must at least be equal to the fair market value of our common stock on the date of grant. The term of an incentive stock option may not exceed ten years, except that with respect to any employee who owns more than 10% of the voting power of all classes of our outstanding stock or any parent or subsidiary corporation as of the grant date, the term must not exceed five years, and the exercise price must equal at least 110% of the fair market value on the grant date. Not more than 1,500,000 shares may be issued pursuant to incentive stock options under the 2013 Omnibus Incentive Plan.

After the continuous service of an employee or director terminates, he or she may exercise his or her option, to the extent vested, for the period of time specified in the option agreement. However, an option may not be exercised later than the expiration of its term.

Stock Appreciation Rights

The 2013 Omnibus Incentive Plan allows for the grant of stock appreciation rights. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock between the date of grant and the exercise date. The administrator will determine the terms of stock appreciation rights, including when such rights become exercisable and whether to pay the increased appreciation in cash or with shares of our common stock, or a combination thereof, except that the base appreciation amount used to determine the cash or shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant. After the continuous service of an employee or director terminates, he or she may exercise his or her stock appreciation right, to the extent vested, only to the extent provided in the stock appreciation right agreement.

Restricted Stock Awards

The 2013 Omnibus Incentive Plan allows for the grant of restricted stock. Restricted stock awards are shares of our Class A common stock that vest in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted stock granted to any employee or director. The administrator may impose whatever conditions on vesting it determines to be appropriate. For example, the administrator may set restrictions based on the achievement of specific performance goals. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

Restricted Stock Units

The 2013 Omnibus Incentive Plan allows for the grant of restricted stock units. Restricted stock units are awards that will result in payment to a recipient at the end of a specified period only if the vesting criteria established by the administrator are achieved or the award otherwise vests. The administrator may impose whatever conditions to vesting, or restrictions and conditions to payment that it determines to be appropriate. The administrator may set restrictions based on the achievement of specific performance goals or on the continuation of service or employment. Payments of earned restricted stock units may be made, in the administrator’s discretion, in cash, with shares of our common stock or other securities, or a combination thereof.