8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: April 20, 2020

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Realogy Holdings Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-35674	20-8050955
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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Realogy Group LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware	333-148153	20-4381990
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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175 Park Avenue

Madison, NJ 07940

(Address of principal executive offices) (Zip Code)

(973) 407-2000

(Registrant’s telephone number, including area code)

None

(Former name or former address if changed since last report)

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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:

☐	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(b) of the Act:
	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Realogy Holdings Corp.	Common Stock, par value $0.01 per share	RLGY	New York Stock Exchange
Realogy Group LLC	None	None	None

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. ☐

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Item 8.01. Other Events.

On April 20, 2020, the Board of Directors ("Board") of Realogy Holdings Corp. (the "Company") took the following actions with respect to the annual non-employee director and independent Chairman of the Board retainers (together, the "retainers"):

•Cash Retainer: The Board waived the cash portion of the retainers for the third quarter of 2020.

•Equity Retainer: The Board established procedures for reducing the entire equity portion of the 2020 retainers by setting the price to be used for determining the number of restricted stock units ("RSUs") granted under the annual RSU award at no lower than $9.70 per share (the closing price of the Company's stock on February 27, 2020, the date that the Compensation Committee of the Board granted equity awards to the Company's executive officers). The equity portion of the 2020 retainers is expected to be awarded in the normal course on May 6, 2020, the date of the Company’s 2020 Annual Meeting of Stockholders.

These steps were taken in light of the disruption and uncertainty created by the evolving COVID-19 pandemic.

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 hereunto duly authorized.

REALOGY HOLDINGS CORP.
By:	/s/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer

Date: April 20, 2020

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 hereunto duly authorized.

REALOGY GROUP LLC
By:	/s/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer

Date: April 20, 2020

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Cover Page and DEI	Apr. 20, 2020	Nov. 07, 2019
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 20, 2020
Entity Registrant Name	Realogy Holdings Corp.
Entity Incorporation, State or Country Code		DE
Entity File Number		001-35674
Entity Tax Identification Number		20-8050955
Entity Address, Address Line One	175 Park Avenue
Entity Address, City or Town	Madison
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07940
City Area Code	973
Local Phone Number	407-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	RLGY
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag		false
Entity Central Index Key		0001398987
Realogy Group LLC [Member]
Entity Information [Line Items]
Entity Registrant Name	Realogy Group LLC
Entity Incorporation, State or Country Code	DE
Entity File Number	333-148153
Entity Tax Identification Number	20-4381990
Entity Central Index Key		0001355001