RE/MAX (RMAX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, to be held virtually for the ninth consecutive year, allowing broader shareholder participation and cost savings.

• Key business in 2024 included strategic initiatives to diversify revenue, operational efficiency improvements, and leadership changes, including the appointment of a new CEO and a new board member.

• Financial highlights for 2024: $307.7M revenue, $8.1M net income, $97.7M adjusted EBITDA, and a 1.2% increase in agent count to 146,627.

• Settled multiple industry class-action lawsuits and continued to invest in technology, education, and marketing for franchise networks.

Voting matters and shareholder proposals

• Election of three directors: David Liniger, Annita Menogan, and Teresa Van De Bogart, each for a three-year term.

• Advisory vote on executive compensation (say-on-pay).

• Approval of an amendment to the 2023 Omnibus Incentive Plan to increase authorized shares by 2,800,000.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board will have nine members post-meeting, with 70% independence and a mix of tenures for stability and fresh perspectives.

• Separate Chair and CEO roles, with a robust Lead Independent Director position.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent.

• Board refreshment ongoing: one new member added in 2024, two in 2023.

• Annual board and committee self-assessments, commitment to director education, and regular stockholder engagement.