Subsequent Events

9 Months Ended

Sep. 30, 2018

Subsequent Events

Subsequent Events

17. Subsequent Events

On October 4, 2018, with the Company’s approval, Oberndorf Investments, LLC (“Oberndorf”) assigned all of its rights, title and interest in and to the Tax Receivable Agreement with the Company (“TRA”) to Parallaxes Opportunity Fund I, LP (“Parallaxes”). Of the amounts reflected in the Condensed Consolidated Balance Sheets as of September 30, 2018 within “Current portion of payable pursuant to tax receivable agreements” and “Payable pursuant to tax receivable agreement”, $21.7 million was owed to Oberndorf and subject to this assignment. The assignment does not impact the financial position or results of operations and cash flows of the Company.

On October 7, 2018, pursuant to the terms of the Company’s Certificate of Incorporation, RIHI lost its previous effective control of a majority of the voting power of RE/MAX Holdings common stock. RIHI owns all of RE/MAX Holdings’ Class B common stock which, prior to October 7, 2018, entitled RIHI to a number of votes on matters presented to RE/MAX Holdings stockholders equal to two times the number of RMCO common units that RIHI held. Effective October 7, 2018, the voting power of Class B common stock was reduced to equal the number of RMCO common units held, and therefore RIHI lost the controlling vote of RE/MAX Holdings. As a result of this change in the voting rights of the Class B common stock, RIHI no longer controls a majority of the voting power of RE/MAX Holdings’ common stock, and RE/MAX Holdings no longer constitutes a “controlled company” under the corporate governance standards of the New York Stock Exchange (the “NYSE”). RE/MAX Holdings does not currently take advantage of any of the exemptions for controlled companies under NYSE listing standards. RIHI remains a significant stockholder of the Company and through its ownership of the Class B common stock holds approximately 42% of the voting power of the Company’s stock. See Item 1 of the Company’s 2017 Annual Report on Form 10-K for further information.