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 14, 2014
RE/MAX Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36101 | 80-0937145 |
| (State or other jurisdiction of | (Commission | (I.R.S. Employer |
| incorporation or organization) | File Number) | Identification No.) |
5075 South Syracuse Street
Denver, Colorado 80237
(Address of principal executive offices, including Zip code)
Registrant's telephone number, including area code: (303) 770-5531
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))
Item 2.02. Results of Operations and Financial Conditions. *
On May 14, 2014, RE/MAX Holdings, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended March 31, 2014. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 9, 2014, the Company held its annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2014. The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal 1: Election of Directors
The Company's stockholders elected the persons listed below to serve as Class I directors until the Company's 2017 annual meeting of stockholders or until their successors are duly elected and qualified.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Gilbert Baird | 39,752,777 | 5,144,738 | 1,418,435 |
| Roger Dow | 42,718,113 | 2,179,402 | 1,418,435 |
| Ronald Harrison | 42,705,629 | 2,191,886 | 1,418,435 |
Proposal 2: Ratification of KPMG as Independent Registered Public Accounting Firm
The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014.
| Votes For | Votes Against | Abstentions |
| 46,224,910 | 86,111 | 4,929 |
Item 9.01. Financial Statements and Exhibits. *
| Exhibit No. | Description |
| 99.1 | Press Release issued on May 14, 2014 by RE/MAX Holdings, Inc. |
*The information contained in Items 2.02 and 9.01 of this Current Report on Form 8-K is being "furnished" and shall not be deemed "filed" for purposed of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any registration statement or other filings of the Registrant under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.
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 14, 2014 | By: | /s/ David Metzger |
| | | David Metzger
Chief Operating Officer and Chief Financial Officer |
