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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 9, 2024
RE/MAX
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-36101 |
|
80-0937145 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
5075
South Syracuse Street
Denver,
Colorado 80237
(Address of principal executive offices, including
Zip code)
(303)
770-5531
(Registrant’s telephone number, including
area code)
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 |
| Class
A Common Stock $0.0001 par value per share |
|
RMAX |
|
New
York Stock Exchange |
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
7.01 Regulation FD Disclosure.
On
May 9, 2024, the United States District Court for the Western District of Missouri (the “District Court”) granted final
approval of the Settlement Agreement that RE/MAX, LLC (“RE/MAX”) entered into on October 5, 2023 (the “Settlement
Agreement”).
As
previously disclosed, RE/MAX, a subsidiary of RE/MAX Holdings, Inc. (the “Company”), entered into a Settlement Term
Sheet on September 15, 2023, and the Settlement Agreement on October 5, 2023. The District Court granted preliminary approval
of the Settlement Agreement on November 20, 2023.
The
Settlement Agreement resolves actual or potential claims by persons who sold a home that was listed on a multiple listing service
anywhere in the United States where a commission was paid to any brokerage in connection with the sale of the home during date ranges
specified in the Settlement Agreement (the “Settlement Class”). In addition, the Settlement Agreement releases claims that a class member paid an excessive
commission or home price due to the claims at issue in these actions. The Settlement Class includes the claims in class action lawsuits
brought by: (i) Scott and Rhonda Burnett et al. (United States District Court for the Western District of Missouri Case No. 4:19-cv-00332-SRB),
(ii) Christopher Moehrl et al. (United States District Court for the Northern District of Illinois Case No. 1:19-cv-01610-ARW),
(iii) Jennifer Nosalek et al. (United States District Court for the District of Massachusetts Case No. 1:20-cv-12244-PBS),
and (iv) others that allege similar claims against RE/MAX.
The
Settlement Agreement will become effective following any appeals process, if applicable.
Under
the Settlement Agreement, RE/MAX agreed to pay a total settlement amount of $55.0 million
(the “Settlement Amount”) into a qualified settlement fund. RE/MAX paid one half of the Settlement Amount during
2023 and expects to pay the remaining half within ten business days of the District Court’s final approval of the Settlement
Agreement. In 2023, the Company recorded a pre-tax charge for the full Settlement Amount within its Consolidated Statements of
Income (Loss) with a corresponding liability recorded to accrued liabilities within its Consolidated Balance Sheets. In addition,
RE/MAX agreed to make certain previously disclosed changes to its business practices. Apart from the payment of the Settlement
Amount, the Company does not expect the terms of the Settlement Agreement to have a material impact on its results of
operations and cash flows.
The
Settlement Agreement and any actions taken to carry out the Settlement Agreement are not an admission or concession of liability, or
of the validity of any claim, defense, or point of fact or law on the part of any party. RE/MAX continues to deny the material allegations
of the complaints in the Lawsuits.
On
May 9, 2024, RE/MAX issued a press release regarding the preliminary approval of the Settlement Agreement, which is furnished herewith
as Exhibit 99.1.
Item 9.01.
Financial Statements and Exhibits.*
*
The information contained in Items 7.01 and 9.01 and Exhibit 99.1 of this Current Report on Form 8-K is being “furnished”
and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration
statement or other filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth
by specific reference in such filing.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are often
identified by the use of words such as “believe,” “intend,” “expect,” “estimate,”
“plan,” “outlook,” “project,” “anticipate,” “may,” “will,”
“would” and other similar words and expressions that predict or indicate future events or trends that are not statements
of historical matters. Forward-looking statements include statements related to the Settlement Agreement, the lawsuits addressed in
the Settlement Agreement, any appeals process, changes to the business practices of RE/MAX and the impact that such changes may have
on the business or results of operations of RE/MAX or the Company. Forward-looking statements should not be read as a guarantee of
future performance or results and will not necessarily accurately indicate the times at which such performance or results may be
achieved. Forward-looking statements are based on information available at the time those statements are made and/or
management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that
could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking
statements. These risks and uncertainties include, without limitation, (1) changes in the real estate market or interest rates
and availability of financing, (2) changes in business and economic activity in general, (3) the Company’s ability
to attract and retain quality franchisees, (4) the Company’s franchisees’ ability to recruit and retain real estate
agents and mortgage loan originators, (5) changes in laws and regulations, (6) the Company’s ability to enhance,
market, and protect its brands, including the RE/MAX and Motto Mortgage brands, (7) the Company’s ability to implement
its technology initiatives, (8) risks related to the Company’s CEO transition, (9) fluctuations in foreign currency
exchange rates, (10) potential appeals of the Settlement Agreement and (11) those risks and uncertainties described in the
sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in the most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with
the Securities and Exchange Commission (“SEC”) and similar disclosures in subsequent periodic and current reports filed
with the SEC, which are available on the investor relations page of the Company’s website at www.remaxholdings.com and on
the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as
of the date on which they are made. Except as required by law, the Company does not intend, and undertakes no obligation, to update
this information to reflect future events or circumstances.
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.
| |
RE/MAX
HOLDINGS, INC. |
| |
|
|
| Date:
May 9, 2024 |
By: |
/s/
Susie Winders |
| |
|
Susie
Winders |
| |
|
Executive
Vice President, General Counsel |
Exhibit
99.1
 | Contact:
Keri
Henke
Sr. Manager, External Communications
khenke@remax.com | 303.796.3424
|
| | |
| FOR
IMMEDIATE RELEASE | |
RE/MAX,
LLC SETTLEMENT AGREEMENT GRANTED FINAL APPROVAL IN ANTITRUST CLASS ACTION LAWSUITS
The
approved settlement resolves the claims asserted against RE/MAX, LLC and releases RE/MAX affiliates on a nationwide basis
DENVER – RE/MAX,
the #1 name in real estate*, received final approval of the settlement agreement in the class action lawsuits known as Burnett, Moehrl
and Nosalek, and any similar claims on a nationwide basis. The approved settlement resolves the claims asserted against RE/MAX, LLC and
includes releases for all U.S. RE/MAX independent regions, franchisees and agents.
To
address the pending litigation and mitigate the uncertainties and costs associated with prolonged legal proceedings, RE/MAX, LLC entered
into a settlement agreement with plaintiffs on October 5, 2023. RE/MAX, LLC agreed to pay $55 million and make certain
changes to business practices as part of the settlement.
“Since
entering into the settlement last fall, RE/MAX has been committed to obtaining final approval,” says RE/MAX Holdings CEO Erik Carlson.
“We are thrilled to be leading the way in moving forward, maintaining our focus on supporting RE/MAX affiliates and continuing
to foster greater transparency in the industry on behalf of homebuyers and sellers.”
The
settlement agreement will become effective following any appeals process, if applicable.
The
settlement agreement is not an admission or concession of liability, or of the validity of any claim, defense, or point of fact or law
on the part of any party. RE/MAX continues to deny the material allegations of the complaints in the lawsuits.
*
Source: MMR Strategy Group study of unaided awareness
#
# #
About
the RE/MAX Network
As
one of the leading global real estate franchisors, RE/MAX, LLC is a subsidiary of RE/MAX Holdings (NYSE: RMAX) with more than 140,000
agents in nearly 9,000 offices and a presence in more than 110 countries and territories. Nobody in the world sells more real estate
than RE/MAX, as measured by residential transaction sides. RE/MAX was founded in 1973 by Dave and Gail Liniger, with an innovative, entrepreneurial
culture affording its agents and franchisees the flexibility to operate their businesses with great independence. RE/MAX agents have
lived, worked and served in their local communities for decades, raising millions of dollars every year for Children’s Miracle
Network Hospitals® and other charities. To learn more about RE/MAX, to search home listings or find an agent in your community, please
visit www.remax.com. For the latest news about RE/MAX, please visit news.remax.com.
Forward-Looking
Statements
This
Press Release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by the use of words such
as “believe,” “intend,” “expect,” “estimate,” “plan,” “outlook,”
“project,” “anticipate,” “may,” “will,” “would” and other similar words and
expressions that predict or indicate future events or trends that are not statements of historical matters. Forward-looking statements
include statements related to antitrust class action lawsuits and the settlement of such lawsuits, changes to the business practices
of RE/MAX, and greater transparency in the industry. Forward-looking statements should not be read as a guarantee of future performance
or results and will not necessarily accurately indicate the times at which such performance or results may be achieved. Forward-looking
statements are based on information available at the time those statements are made and/or management’s good faith belief as of
that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to
differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties include, without
limitation, (1) changes in the real estate market or interest rates and availability of financing, (2) changes in business
and economic activity in general, (3) the Company’s ability to attract and retain quality franchisees, (4) the Company’s
franchisees’ ability to recruit and retain real estate agents and mortgage loan originators, (5) changes in laws and regulations,
(6) the Company’s ability to enhance, market, and protect its brands, including the RE/MAX and Motto Mortgage brands, (7) the
Company’s ability to implement its initiatives, (8) risks related to the Company’s leadership transitions, (9) fluctuations
in foreign currency exchange rates, (10) potential appeals of the Settlement Agreement and (11) those risks and uncertainties described
in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in the most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the
Securities and Exchange Commission (“SEC”) and similar disclosures in subsequent periodic and current reports filed with
the SEC, which are available on the investor relations page of the Company’s website at www.remaxholdings.com and on the SEC
website at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date
on which they are made. Except as required by law, the Company does not intend, and undertakes no obligation, to update this information
to reflect future events or circumstances.
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