UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (IRS Employer | |||
of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) | (Zip Code) | |
( | ||
(Registrant’s telephone number, including area code) | ||
Not applicable | ||
(Former name or former address, if changed since last report.) | ||
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):
Securities registered pursuant to section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 8, 2026, eXp World Holdings, Inc. (the “Company”, “us”, “we”, or “our”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was February 27, 2026. At the close of business on that date, the Company had 159,268,414 shares eligible to vote, based on 206,004,197 shares of common stock issued as of the record date, of which 46,735,783 shares were held as treasury stock. 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 March 9, 2026. 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, Randall Miles, Dan Cahir, Monica Weakley, Peggie Pelosi, and Glenn Sanford to serve until our 2027 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 | 115,644,497 | 1,195,394 | 324,662 | 24,994,168 |
Randall Miles | 103,829,343 | 12,899,769 | 435,441 | 24,994,168 |
Dan Cahir | 115,761,276 | 940,807 | 462,470 | 24,994,168 |
Monica Weakley | 115,524,452 | 981,016 | 659,085 | 24,994,168 |
Peggie Pelosi | 111,351,149 | 5,251,841 | 561,563 | 24,994,168 |
Fred Reichheld | 114,796,386 | 1,720,311 | 647,856 | 24,994,168 |
Approval of Proposal 1 required that each director be elected by the affirmative vote of a majority of shares that were voting in the election.
| 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, 2026. Set forth below are the results of our stockholder vote on this proposal:
Number of votes cast for the proposal | 140,815,867 |
Number of votes cast against the proposal | 423,399 |
Number of abstentions | 919,455 |
Approval of Proposal 2 required affirmative votes constituting a majority of the shares of common stock that were voting on the matter.
| 3. | Approval, on an Advisory Basis, of 2025 Named Executive Officer Compensation |
Our stockholders approved, on a nonbinding basis, 2025 compensation to our named executive officers. Set forth below are the results of the stockholder vote on this proposal:
Number of votes cast for the proposal | 115,169,827 |
Number of votes cast against the proposal | 1,304,316 |
Number of abstentions | 690,410 |
Broker non-votes | 24,994,168 |
Approval of Proposal 3 required affirmative votes constituting a majority of the shares of common stock that were voting on the matter.
| 4. | Approval of Redomestication of Company from Delaware to Texas |
Proposal 4 was a management proposal to approve the redomestication of the Company from Delaware to Texas by conversion. This proposal was approved. Approval of the proposal required the affirmative vote of each of:
| ● | the majority of the Company’s outstanding shares of common stock entitled to vote thereon (the “Statutory Stockholder Approval”); |
and
| ● | the majority of the Company’s outstanding shares of common stock not owned, directly or indirectly, by members of the Board, any person that the Company has determined to be an “officer” of the Company within the meaning of Section 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”), and the respective “affiliates” and “associates” of such stockholders as such terms are defined in Rule 12b-2 of the Exchange Act (collectively, the “Affiliated Company Stockholders”), cast in person or by proxy at the Annual Meeting on the proposal (the “Unaffiliated Stockholder Approval”). Stockholders entitled to vote on Proposal 4 other than the Affiliated Company Stockholders are referred to herein as the “Unaffiliated Stockholders”. |
The results of the stockholder vote are reported below:
| (1) | Pursuant to the Statutory Stockholder Approval, the votes based on all shares of common stock entitled to vote on the proposal were as follows: |
Number of votes cast for the proposal | 80,344,882 |
Number of votes cast against the proposal | 36,550,929 |
Number of abstentions | 268,742 |
Number of broker non-votes | 24,994,168 |
| (2) | Pursuant to the Unaffiliated Stockholder Approval, the votes based on the shares of common stock held by Unaffiliated Stockholders were as follows: |
Number of votes cast for the proposal | 39,978,016 |
Number of votes cast against the proposal | 36,550,929 |
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 12, 2026 | /s/ James Bramble |
| James Bramble |
| Chief Legal Counsel |