false0001398987000135500100013989872023-05-032023-05-030001398987hous:AnywhereRealEstateGroupLLCMember2023-05-032023-05-03

______________________________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 3, 2023
_______________________________
Anywhere Real Estate Inc.
(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.)
_______________________________
Anywhere Real Estate 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.)
_______________________________
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)
_______________________________
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
Anywhere Real Estate Inc.
Common Stock, par value $0.01 per share
HOUS
New York Stock Exchange
Anywhere Real Estate Group LLC
None
None
None
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 3, 2023, Anywhere Real Estate Inc. (the "Company") held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). At the close of business on March 8, 2023, the record date of the 2023 Annual Meeting, there were 110,346,549 shares of common stock issued and outstanding. Holders of 103,426,621 shares of common stock were present at the 2023 Annual Meeting, either in person or by proxy, which constituted a quorum for purposes of conducting business at the 2023 Annual Meeting.
At the 2023 Annual Meeting, the following matters were submitted to a vote of stockholders of the Company and the voting results were as follows:
1. Election of Directors: The twelve nominees named in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 17, 2023 (the "Proxy Statement") were elected to serve a one-year term expiring at the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified, based upon the following votes:
Director NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Fiona P. Dias94,322,6213,440,6308,2945,655,076
Matthew J. Espe93,495,4514,263,44812,6465,655,076
V. Ann Hailey93,228,0754,533,22510,2455,655,076
Bryson R. Koehler96,469,9111,289,03612,5985,655,076
Duncan L. Niederauer95,648,0742,110,87112,6005,655,076
Egbert L.J. Perry96,976,271782,67512,5995,655,076
Ryan M. Schneider96,463,9341,291,33516,2765,655,076
Enrique Silva94,174,4363,588,8368,2735,655,076
Sherry M. Smith94,501,5723,261,7288,2455,655,076
Christopher S. Terrill95,610,3992,148,49712,6495,655,076
Felicia Williams96,464,4171,298,8158,3135,655,076
Michael J. Williams95,301,3342,455,69214,5195,655,076
2. Advisory Vote of the Compensation of our Named Executive Officers: The proposal to approve, on an advisory basis, the compensation of the named executive officers of Anywhere Real Estate Inc., as described in the Proxy Statement, was approved by the following votes:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
85,046,82112,551,351173,3735,655,076
3. Ratification of Appointment of Independent Registered Accounting Firm: The appointment of PricewaterhouseCoopers LLP to serve as Anywhere Real Estate Inc.'s independent registered accounting firm for fiscal year 2023 was ratified as follows:
Votes ForVotes AgainstAbstentions
101,429,6341,986,28210,705
4. Approval of the Second Amended and Restated 2018 Long-Term Incentive Plan: The proposal to approve Company’s Second Amended and Restated 2018 Long-Term Incentive Plan, as described in the Proxy Statement, was approved by the following votes:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
63,470,06733,500,947800,5315,655,076
5. Approval of the Amendment to Anywhere Real Estate Inc.'s Restated Certificate of Incorporation to Limit the Liability of Certain Officers of the Company: The proposal to approve an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by Delaware law, as described in the Proxy Statement, was approved by the following votes:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
81,520,83316,217,27933,4335,655,076


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.
ANYWHERE REAL ESTATE INC.
By:/s/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer
Date: May 4, 2023


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.
ANYWHERE REAL ESTATE GROUP LLC
By:/s/ Charlotte C. Simonelli
Charlotte C. Simonelli, Executive Vice President, Chief Financial Officer and Treasurer
Date: May 4, 2023



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