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): April 17, 2020

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)

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

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))

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 17, 2020, the Board of Directors (the “Board”) of RE/MAX Holdings, Inc. (the “Company”) appointed Stephen P. Joyce to the Board as a Class III director for a term that expires at the Company’s 2022 annual meeting of stockholders. The Board plans to determine what committee or committees Mr. Joyce will serve on during its next regularly scheduled meeting.

The Company intends to enter into its standard form of indemnification agreement with Mr. Joyce.

Item 7.01 Regulation FD Disclosure. *

The Company issued a press release on April 17, 2020 regarding Mr. Joyce’s appointment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits. *

Exhibit No.	Description
99.1	Press Release dated April 17, 2020
104	Cover Page Interactive Date File (formatted as inline XBRL)

* The information contained in Items 7.01 and 9.01 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.

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: April 17, 2020	By:	/s/ Adam Lindquist Scoville
		Adam Lindquist Scoville
		Vice President and General Counsel

Exhibit 99.1

Media Contact:

Jennifer Armbruster

Communications Director, RE/MAX, LLC

(303) 796-3368 | jarmbruster@remax.com

Friday, April 17, 2020

Franchise Industry Veteran Stephen Joyce Appointed to

RE/MAX Board of Directors

Also, May vote coming on nominee Laura Kelly of CoreLogic

DENVER - RE/MAX Holdings, Inc. (NYSE: RMAX), parent company of RE/MAX, one of the world's leading franchisors of real estate brokerage services, and Motto Franchising, ("Motto Mortgage"), an innovative mortgage brokerage franchisor, announced today the appointment of Stephen P. Joyce to its Board of Directors.

"We are very pleased to welcome Steve to the board," said Dave Liniger, Co-Founder and Chairman of RE/MAX Holdings, Inc. "A financial expert turned general manager, Steve has responded to industry disruptors and used technology to stay nimble and relevant. With more than four decades of multi-brand and franchise experience, Steve is an invaluable addition to the board of directors."

Joyce is currently the CEO of Dine Brands, the full-service dining company and franchisor of Applebee’s Grill + Bar and IHOP. Previously, he was the CEO of Choice Hotels where he grew the business from five to 13 brands and expanded internationally to more than 6,700 hotels in more than 45 countries. Joyce began his career at Marriott where he spent 25 years and was credited for creating the first franchise program for the brand, growing from 40 to 2,500 franchised hotels.

“Disruptive technology has been a theme throughout my career and joining the RE/MAX Board of Directors is a unique and exciting opportunity to apply the lessons and strategies I’ve learned,” said Joyce. “I look forward to contributing to the growth of this great global real estate franchisor.”

Joyce is a graduate of the University of Virginia. In addition to being CEO of Dine Brands, he has been a member of the Board of Directors of Dine Brands Global since 2012.

In addition to Joyce’s appointment, Laura G. Kelly has been nominated for election to the RE/MAX Holdings Board of Directors. A vote will take place at the company’s annual meeting of stockholders on May 27, 2020. Kelly, a proven change agent, successful mergers and acquisitions professional, and public company board member, has 30 years of executive experience in financial technology services, data solutions, and real estate valuation. Kelly is currently President, Managing Director at CoreLogic, Inc., and serves as a board member for both Jack Henry & Associates and USAA Savings Bank.

###

About RE/MAX Holdings, Inc.
RE/MAX Holdings, Inc. (NYSE: RMAX) is one of the world's leading franchisors in the real estate industry, franchising real estate brokerages globally under the RE/MAX^® brand, and mortgage brokerages within the U.S. under the Motto^® Mortgage brand. RE/MAX was founded in 1973 by David and Gail Liniger, with an innovative, entrepreneurial culture affording its agents and franchisees the flexibility to operate their businesses with great independence. Now with more than 130,000 agents across over 110 countries and territories, nobody in the world sells more real estate than RE/MAX, as measured by total residential transaction sides. Dedicated to innovation and change in the real estate industry, RE/MAX launched Motto Franchising, LLC, a ground-breaking mortgage brokerage franchisor, in 2016.

Cover	Apr. 17, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 17, 2020
Entity File Number	001-36101
Entity Registrant Name	RE/MAX Holdings, Inc.
Entity Central Index Key	0001581091
Entity Tax Identification Number	80-0937145
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5075 South Syracuse Street
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80237
City Area Code	303
Local Phone Number	770-5531
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock $0.0001 par value per share
Trading Symbol	RMAX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false