Re/Max Holdings Inc

1. 1

   Arrangement Resolution (Real

   ManagementBoard: FOR

   Approve the Plan of Arrangement under the BCBCA that (after a 10-for-1 share consolidation) will cause Real shareholders to exchange their Real Common Shares for shares of New Wildlife (to be renamed Real REMAX Group Inc.), effecting the combination with REMAX and related steps described in the Merger Agreement.

   More detail

   The Arrangement Resolution asks Real securityholders to approve, under the BCBCA, a statutory plan of arrangement that will consolidate Real shares (10-for-1), exchange the resulting Real Common Shares for shares of New Wildlife on a one-for-one basis, convert outstanding Real Options and RSUs into replacement awards and result in Real becoming a wholly owned subsidiary of Bidco/New Wildlife. Management seeks shareholder approval because a court-approved plan of arrangement and the requisite statutory shareholder vote are conditions to effecting the cross-border combination with REMAX and the planned reorganization and listing steps. The proposal is transaction-enabling — without the approval the Arrangement and the broader contemplated transactions cannot close — and the Company’s interim and final court orders and statutory mechanics (including dissent/appraisal rights for registered Real shareholders) are material to implementation. The Real Board considered financial, strategic and procedural factors, including a fairness opinion from Morgan Stanley, potential changes in value of resulting New Wildlife shares, and alternative paths, and concluded the Arrangement is in the best interests of Real securityholders. The vote requires a heightened threshold (two-thirds (66 2/3%) of votes cast by Real Shareholders and by Real Shareholders/Optionholders/RSU holders as a single class in certain counts), and Real securityholders should note the interplay with the REMAX stockholder vote and other closing conditions (SEC/Canadian regulatory filings, Nasdaq listing application, HSR clearance, and court approval). The Arrangement also contemplates customary termination and break fee provisions in the Merger Agreement, and Real and REMAX have reciprocal restrictions on solicitation and fiduciary exceptions. Real’s board recommends FOR the Arrangement to permit the mergers and related reorganizations to proceed, but shareholders should weigh the fairness opinion, counterparty support agreements, potential governance/ownership changes, and the mechanics of appraisal/dissent rights and post-closing listing and integration risks.

2. 1

   Share Issuance Proposal (REMAX

   ManagementBoard: FOR

   Approve issuance of REMAX Class A common stock to RIHI stockholders pursuant to the RIHI Merger Agreement in connection with the broader contemplated transactions.

   More detail

   The Share Issuance Proposal asks REMAX stockholders to authorize REMAX to issue shares of REMAX Class A common stock to RIHI stockholders as contemplated in the RIHI Merger Agreement; approval is required under NYSE listing rules and REMAX’s governance to complete the RIHI Merger and broader contemplated transactions. Management and the Independent Committee view this issuance as a necessary structural element of the transaction that will effect the recapitalization/consideration to RIHI holders; the REMAX Board considered J.P. Morgan’s analysis and the overall financial terms in recommending approval. The issuance will dilute existing holders to the extent shares are issued, and the proxy materials disclose the expected exchange ratio, proration mechanics, and conditions (including that the aggregate cash available to REMAX holders electing cash will be subject to a $60M–$80M proration cap). The proposal is conditioned on other closing conditions in the Merger Agreement (including REMAX and Real shareholder approvals, regulatory clearances, and effectiveness of registration statements and listing applications). If stockholders do not approve the Share Issuance Proposal the contemplated transactions cannot proceed; directors and holders subject to support agreements have committed to vote in favor. The REMAX Board recommends FOR, but shareholders should evaluate dilution and alternatives, the fairness analyses provided, and how this issuance fits with the combined company’s capitalization and governance post-closing.

3. 2

   Merger Proposal (REMAX

   ManagementBoard: FOR

   Authorize REMAX to adopt the Merger Agreement and Plan of Merger among REMAX, Real, New Wildlife and related parties — effectively approving the Mergers and the Contemplated Transactions.

   More detail

   The Merger Proposal requests REMAX stockholders’ approval to adopt the Merger Agreement that structures the cross-company combination (including the RIHI Merger and Real’s arrangement), and is a fundamental closing condition for the Contemplated Transactions. Management and the Independent Committee recommended the Merger Proposal after evaluating competing proposals, financial analyses from J.P. Morgan, and negotiating governance, consideration mix (cash/stock), termination/locking mechanisms, support agreements and potential break fees. The proxy materials explain vote thresholds (majority of voting power of all outstanding REMAX Class A and Class B shares voting as a single class), the consequences of abstentions or broker non-votes, and that the transaction cannot close without this approval. The Merger Agreement contains customary non-solicitation provisions with fiduciary exceptions, termination fees ($25M/$31M depending on party), and other covenants that may limit strategic alternatives; REMAX disclosed these in evaluating the recommendation. Stockholder approval does not bind REMAX management for certain post-closing governance or compensation matters and regulatory approvals and Nasdaq listing and registration effectiveness are also required. The REMAX Board’s unanimous recommendation reflects its view that the combination advances strategic objectives and value creation, but stockholders should evaluate financial fairness opinions, the mix of consideration, potential dilution, executive and director interests, and the risks/conditions required to close.

4. 3

   Compensation Proposal — Nonbinding, Advisory Vote on Transaction-Related Compensation (REMAX

   ManagementBoard: FOR

   Nonbinding advisory vote to approve compensation that may be paid or become payable to REMAX’s named executive officers in connection with the Contemplated Transactions (cash severance, accelerated equity vesting, continued benefits, etc.).

   More detail

   This advisory Compensation Proposal asks REMAX stockholders to express a nonbinding view on transaction-related compensation arrangements for named executive officers (severance, accelerated equity vesting, continuation of benefits and other payments). The proposal is required by SEC rules enacted under Dodd-Frank, and the board presents quantified estimates of potential payments in the proxy (Item 402(t) disclosures) while emphasizing that actual payments depend on contractual conditions and closing of the transactions. Management argues the arrangements align executive incentives with successful negotiation and execution and seeks stockholder endorsement as a governance best practice, although the vote is not a condition to closing and does not legally bind REMAX to follow the advisory result. Opposing considerations for investors include perceived excessiveness of pay, retention vs. pay-for-performance alignment, and that many payments will occur regardless of the advisory vote if contractual conditions are satisfied. The proxy materials provide detail tables and context and the REMAX Board recommends FOR; sophisticated investors should review the quantified estimates, comparisons to prior practice, and the dependency of payments on contract terms and closing outcomes in evaluating the proposal.

5. 4

   Adjournment Proposal (REMAX

   ManagementBoard: FOR

   Authorize the proxies solicited by the REMAX Board to vote in favor of one or more adjournments of the REMAX Meeting, if necessary, to solicit additional proxies to obtain sufficient votes or a quorum to approve the Share Issuance Proposal or the Merger Proposal.

   More detail

   The Adjournment Proposal is a standard procedural request that asks stockholders to empower proxies to adjourn or recess the REMAX special meeting to solicit additional proxies if there are insufficient votes or no quorum to act on the Share Issuance or Merger proposals. It is commonly used in contested or close-vote transactions to avoid automatic failure of the meeting when additional time could secure approvals from supportive insiders or holders subject to support agreements. Approval requires a majority of votes cast (or in some circumstances a majority of voting power present if no quorum), and the board makes the request solely to preserve the ability to continue solicitation rather than terminate the transaction prematurely. There are limited shareholder downside effects beyond temporary delay and potential additional solicitation expense; however, adjournment can allow management to pressure holdouts or solicit additional votes from affiliated parties. The REMAX Board recommends FOR the Adjournment Proposal to retain procedural flexibility to obtain required approvals and complete the Contemplated Transactions if initial vote tallies are insufficient.

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When is the Re/Max Holdings Inc 2026 special meeting?

Re/Max Holdings Inc (RMAX) holds its 2026 special shareholder meeting on Friday, August 14, 2026.

What is the record date for the Re/Max Holdings Inc 2026 meeting?

The record date for the Re/Max Holdings Inc 2026 meeting is Monday, June 29, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Re/Max Holdings Inc's 2026 meeting?

The board is presenting 9 director nominees at the Re/Max Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Re/Max Holdings Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Re/Max Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.