Not independent
Tenure on this board
13.2 yrs
6 nominees · 4 ballot items.
Election of six directors; Ratification of Deloitte & Touche LLP as independent auditor for 2026; Non-binding advisory vote to approve 2025 executive compensation (Say-on-Pay); Approval of redomestication from Delaware to Texas by conversion.
Election of six director nominees (Glenn Sanford, Randall Miles, Dan Cahir, Monica Weakley, Peggie Pelosi, Fred Reichheld) to serve until the next annual meeting.
Ratify appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers for 2025 as disclosed in the proxy statement.
The proposal is a routine annual advisory "say-on-pay" vote where shareholders are asked to approve, on a non-binding basis, the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement. Management seeks affirmation that its compensation philosophy, including base salary, discretionary cash bonuses (changed for 2026), and long-term equity incentives, aligns with stockholder interests and results. The Compensation Committee reviews outcomes and considers the vote when setting future pay. The board recommends FOR because it believes the program attracts and retains leadership, aligns pay with performance, promotes retention, and reflects market practices; the vote does not bind the board but informs future compensation decisions.
Approve conversion of eXp World Holdings, Inc. from a Delaware corporation to a Texas corporation (redomestication) by adopting the Plan of Conversion, Texas Certificate of Formation (Texas Charter), and Texas Bylaws.
This is a transaction-level management proposal seeking stockholder approval to redomesticate the company from Delaware to Texas by statutory conversion. The Board formed a Special Independent Committee of two disinterested directors due to derivative litigation against several directors; that Committee evaluated alternatives and recommended Texas because of recent Texas corporate law changes offering procedural protections (e.g., 3% derivative ownership threshold, codified business judgment rule protections, exclusive Texas business court forum) and potential cost savings including Delaware franchise tax elimination, lower risks from opportunistic litigation, and closer alignment with the company’s substantial Texas operations. The proposal asks shareholders for two separate affirmative votes (statutory majority of outstanding shares and a majority of votes cast by disinterested stockholders) because the conversion affects internal affairs and director/officer protections. The Board recommends FOR, noting the conversion won’t change the company’s operations, management, or stock rights, and that outstanding securities and awards will convert on a one-for-one basis. Potential downsides include loss of Delaware precedent, uncertainties with a newer Texas business court, venue changes, modified appraisal and inspection rights, and the possibility of litigation; the Company disclosed these and engaged Delaware and Texas counsel. The proposal includes adoption of Texas charter and bylaws and a plan of conversion; if approved the conversion would become effective upon filing of required documents. The Committee and Board believe the governance and litigation-procedural benefits outweigh the risks and recommend stockholders approve the redomestication.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.06% | 9,964,136 | $60M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.43% | 8,924,311 | $53M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.56% | 4,211,985 | $25M |
| 4 | STATE STREET CORP | 2.03% | 3,334,034 | $20M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 1.63% | 2,682,816 | $16M |
| 6 | BlackRock, Inc. | 1.54% | 2,522,425 | $15M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.34% | 2,201,385 | $13M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.26% | 2,067,151 | $12M |
| 9 | GOLDMAN SACHS GROUP INC | 0.81% | 1,335,408 | $8M |
| 10 | Invesco Ltd. | 0.69% | 1,131,298 | $7M |
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