UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 ☐
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☐ | Preliminary Proxy Statement |
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☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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☐ | Definitive Proxy Statement |
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☒ | Definitive Additional Materials |
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☐ | Soliciting Material Pursuant to §240.14a-12 |
EXP WORLD HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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| (1) | Title of each class of securities to which transaction applies: |
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| (2) | Aggregate number of securities to which transaction applies: |
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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| (4) | Proposed maximum aggregate value of transaction: |
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| (5) | Total fee paid: |
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☐ | Fee paid previously with preliminary materials. | |
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☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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Explanatory Note
The following information is being filed to amend and supplement the definitive proxy statement filed on Schedule 14A on April 7, 2021. We have revised the Beneficial Ownership table to include a stockholder inadvertently omitted from the original filing. The revised table is set forth below.
Beneficial Ownership of Common Stock
The following table provides certain information regarding the ownership of our common stock, as of February 16, 2021 by each person known to us to own more than 5% of our outstanding common stock; each of our named executive officers; each of our directors; and all of our executive officers and directors as a group.
The number of shares of common stock beneficially owned by each person is determined under the rules of the SEC. Under these rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares that the individual has the right to acquire by April 17, 2021 (sixty days after February 16, 2021) through the exercise or conversion of a security or other right. Unless otherwise indicated, each person has sole investment and voting power, or shares such power with a family member, with respect to the shares set forth in the following table. The inclusion in this table of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares for any other purpose. Unless otherwise noted below, the address of each person listed on the table is c/o eXp World Holdings, Inc. at 2219 Rimland Drive, Suite 301, Bellingham, WA 98226.
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Title of Class | | Name and Address of Beneficial Owner | | Amount and Nature of Beneficial Ownership(1) (2) | | Percentage of Class(3) |
| | More than 5% stockholders: | | | | |
Common Stock | | Penny Sanford | | 29,531,640 | (4) | 20.45% |
Common Stock | | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | | 8,189,964 | (5) | 5.67% |
| | Directors and named executive officers: | | | | |
Common Stock | | Glenn Sanford | | 44,620,916 | (4) (6) | 30.15% |
Common Stock | | Eugene Frederick | | 4,734,118 | (4) | 3.28% |
Common Stock | | Jason Gesing | | 2,878,636 | (4) (7) | 1.99% |
Common Stock | | Randall Miles | | 613,954 | (8) | * |
Common Stock | | Jeff Whiteside | | 198,066 | (9) | * |
Common Stock | | Dan Cahir | | 167,038 | (10) | * |
Common Stock | | Darren Jacklin | | 142,560 | (11) | * |
Common Stock | | Michael Valdes | | 25,000 | (12) | * |
Common Stock | | Courtney Chakarun | | 12,500 | (13) | * |
Common Stock | | Stacey Onnen | | 12,498 | (14) | * |
Common Stock | | Felicia Gentry | | 6,300 | (15) | * |
Common Stock | | All executive officers and directors as a group (14 persons) | | 53,654,650 | | 35.90% |
* - Less than one percent.
(1) | Share amounts have been adjusted for the impact of the Stock Split for all periods presented. |
(2) | Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. |
(3) | Percentage of ownership is based on 144,377,201 shares of our common stock issued and outstanding as of February 16, 2021. Common stock subject to options or warrants exercisable within 60 days of February 16, 2021 are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. |
(4) | On March 8, 2021, Mr. Sanford, Ms. Sanford, Mr. Gesing and Mr. Frederick (collectively, the “Group Members”) filed a Schedule 13D/A with the SEC (the “Schedule 13D/A”) indicating that they had entered into an agreement to vote their shares as a group with respect to the election of directors and any other matter on which our shares of common stock are entitled to vote. By virtue of the relationship described in the Schedule 13D/A, the Group Members may be deemed to constitute a “group” within the meaning of Rule 13d-5 under the Act. As a member of a group, each Group Member may be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the securities of the Company beneficially owned by the Group Members |
as a whole. As of February 16, 2021, the Group Members are collectively the beneficial owners of 81,765,310 shares of our common stock. Such shares of common stock represent beneficial ownership of 55.87% of outstanding shares of common stock. |
(5) | The Vanguard Group reports shared voting and dispositive power of 140,248 shares of our common stock and sole voting and dispositive power of 4,013,839 shares of our common stock as of December 31, 2020. This information is based on the Schedule 13G filed with the SEC on February 8, 2021. |
(6) | Includes 40,998,028 shares of our common stock and 3,622,888 shares of our common stock exercisable within 60 days of February 16, 2021. |
(7) | Includes of 2,276,136 shares of our common stock and stock options to acquire 602,500 shares of our common stock exercisable within 60 days of February 16, 2021. |
(8) | Includes 270,080 shares of our common stock and stock options to acquire 343,874 shares of our common stock exercisable within 60 days of February 16, 2021. |
(9) | Includes 150 shares of our common stock and stock options to acquire 197,916 shares of our common stock only exercisable within 60 days of February 16, 2021. |
(10) | Includes 11,482 shares of our common stock and stock options to acquire 155,556 shares of our common stock exercisable within 60 days of February 16, 2021. |
(11) | Includes 140,008 shares of our common stock and stock options to acquire 2,552 shares of our common stock exercisable within 60 days of February 16, 2021. |
(12) | Includes stock options to acquire 25,000 shares of our common stock exercisable within 60 days of February 16, 2021. |
(13) | Includes stock options to acquire 12,500 shares of our common stock exercisable within 60 days of February 16, 2021. |
(14) | Includes stock options to acquire 12,498 shares of common stock exercisable within 60 days of February 16, 2021. |
(15) | Includes 2,186 shares of our common stock and stock options to acquire 4,114 shares of our common stock exercisable within 60 days of February 16, 2021. Ms. Gentry’s term as a director began May 28, 2020. |