Douglas Elliman (DOUG) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 18, 2026, to elect two Class II directors, ratify the appointment of EisnerAmper LLP as auditor, hold a say-on-pay vote, and address other business.

• Only holders of record as of April 20, 2026, may vote, with one vote per share of common stock; 90,906,082 shares were outstanding on the record date.

• The meeting will be held virtually, and proxy materials are available online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing two directors (Liebowitz and Zeitchick), ratifying EisnerAmper LLP as auditor for 2026, and an advisory say-on-pay vote.

• Shareholders may submit proposals for the 2027 meeting by December 31, 2026, and director nominees via proxy access by December 31, 2026.

• Proxy voting is available online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The board consists of five members divided into three staggered classes; two Class II directors are up for election for terms expiring in 2029.

• The board has audit, compensation and human capital, and corporate responsibility and nominating committees, all composed of independent directors.

• The board is considering declassification, with a proposal to be included at the 2027 annual meeting as part of a litigation settlement.

• Corporate governance documents, codes, and policies are available on the company website.