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EXPI eXp World

Filed: 19 May 21, 10:33am

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2021

A picture containing text, sign, clipart

Description automatically generated

EXP WORLD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38493

98-0681092

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

2219 Rimland Drive, Suite 301

Bellingham, WA 98226

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (360) 685-4206

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(g) of the Act:

Common Stock, par value $0.00001 per share

    

EXPI

    

NASDAQ

(Title of Each Class)

(Trading Symbol)

(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.07Submission of Matters to a Vote of Security Holders.

On May 17, 2021, eXp World Holdings, Inc. (the “Company”, “us”, “we”, or “our”) held its 2021 annual meeting of stockholders (the “Annual Meeting”). The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was March 26, 2021. At the close of business on that date, the Company had 144,621,454 shares of Common Stock issued and outstanding. At the Annual Meeting, the Company’s stockholders voted on four proposals, which are described in more detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 7, 2021. The preliminary voting results for the four proposals are set forth below and are subject to change. If the results change, the Company will file an amendment to this current report on Form 8-K to disclose the final results within four business days after they are known.

1.Election of Directors

Our stockholders elected each of Glenn Sanford, Darren Jacklin, Jason Gesing, Eugene Frederick, Randall Miles, Dan Cahir, and Felicia Gentry to serve until our 2022 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, or removal. Set forth below are the preliminary results of the stockholder vote on this proposal:

Name of Nominee

Number of Votes Cast For

Number of Votes Cast Against

Number of Abstentions

Broker Non-Votes

Glenn Sanford

87,116,131

6,508,121

271,135

20,058,243

Darren Jacklin

88,819,013

4,073,115

1,003,259

20,058,243

Jason Gesing

87,521,301

6,293,054

81,032

20,058,243

Eugene Frederick

87,800,246

5,995,788

99,353

20,058,243

Randall Miles

88,818,097

4,076,253

1,001,037

20,058,243

Dan Cahir

92,497,810

395,774

1,001,803

20,058,243

Felicia Gentry

87,889,707

5,004,826

1,000,854

20,058,243

2.Ratification of Appointment of Independent Registered Public Accounting Firm

Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021. Set forth below are the results of our stockholder vote on this proposal:

Number of votes cast for the proposal

113,798,178

Number of votes cast against the proposal

80,628

Number of abstentions

74,824

3.Approval, on an Advisory Basis, of 2020 Named Executive Officer Compensation

Our stockholders approved, on a nonbinding basis, the 2020 compensation of our named executive officers. Set forth below are the results of the stockholder vote on this proposal:

Number of votes cast for the proposal

92,754,090

Number of votes cast against the proposal

1,019,757

Number of abstentions

121,540

Broker non-votes

20,058,243

4.Approval of Amendment to our Charter

Our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of our common stock, $0.00001 par value per share, from 220,000,000 to 900,000,000. Set forth below are the results of the stockholder vote on this proposal:

Number of votes cast for the proposal

93,536,183

Number of votes cast against the proposal

20,308,345

Number of abstentions

109,102

Broker non-votes

0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

eXp World Holdings, Inc.

 

(Registrant)

 

 

Date: May 19, 2021

/s/ James Bramble

 

James Bramble

 

General Counsel