RE/MAX Holdings, Inc. (RMAX) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for RE/MAX Holdings, Inc. Our host for today's call is Adam Scoville, Vice President, General Counsel and Corporate Secretary. [Operator Instructions] I will now turn the call over to your host, Mr. Scoville. You may begin, sir.

Thank you. Good afternoon. Welcome again to the annual meeting of stockholders of RE/MAX Holdings, Inc. for 2020. I'm Adam Scoville, and it's our pleasure to welcome you. As was the case last year, the meeting is being held virtually with a live audio webcast. In addition to allowing stockholders to access the meeting nationwide and reducing costs both for the company and for attendees, holding the meeting virtually is particularly appropriate this year in the face of the current pandemic as the virtual meeting increases the safety of Board members, company personnel and stockholders. Today's meeting will proceed as follows: Dave Liniger, Chair of the Board and Co-Founder of RE/MAX, will preside over today's meeting. After my introductory remarks, Dave will call the meeting to order, and the official business of the 2020 annual meeting will be conducted. There are 3 proposals to be voted on today: first, electing 4 directors to our Board of Directors; second, to conduct an advisory vote on executive compensation; and third, ratifying the appointment of our independent accounting firm for the year 2020. Stockholders will have a chance to ask questions related to the business of this meeting or other questions relating to our business. To ask a question, you must be logged in to the virtual meeting portal as a stockholder. The field for submitting questions isn't available if you're logged in as a guest. If you have a question, please type it in the field provided. We will address questions about particular agenda items as those items are presented, and we'll address questions on other matters after concluding the official business of the meeting. If you intend to vote and have not already done so, you must submit your vote now in order for it to be counted. After Dave Liniger describes each item to be voted on and we address any questions on those items, we will close the polls. We will not accept ballots, proxies, revocations or changes after the polls have closed. If you've already submitted your vote by proxy, you don't need to vote now unless you want to change your vote. Your shares will be voted as previously instructed. With that, I'll hand the meeting over to Dave Liniger. Dave?

Thanks, Adam. On behalf of the Board, I'd like to welcome our fellow shareholders to today's annual meeting. We appreciate you taking the time to participate in today's meeting. Your Board believes it's important to maintain a dialogue with you, our shareholders, and we believe this is an important part of that relationship. Now let's turn to the business of the meeting. It is now approximately 3 minutes after noon, and I will now call the meeting to order. Our executive officers have joined us for today's meeting. They are: Adam Contos, our Chief Executive Officer and a member of the Board of Directors; Nick Bailey, Chief Customer Officer of RE/MAX; Ward Morrison, President of Motto Mortgage; Karri Callahan, our Chief Financial Officer; Serene Smith, our Chief of Staff and Chief Operating Officer. All other members of RE/MAX Holdings' Board of Directors are present today, along with the nominee to the Board, and I'd like to introduce them: Gail Liniger, Vice Chair of the Board; Kathleen Cunningham; Joe DeSplinter; Roger Dow; Ron Harrison; Stephen Joyce, who was appointed last month to fill a seat that became vacant last year; Daniel Predovich; Christine Riordan; and Teresa Van De Bogart; and Laura Kelly, who has been nominated to a new seat on our Board. Representatives from KPMG, the company's independent registered public accounting firm, are also present. Mark Rohr, Corporate Counsel for the company, serves as the inspector of elections for today's meeting. Mr. Rohr will tabulate the results of the voting. A signed oath from the inspector of elections will be filed with the meeting minutes. We have an affidavit from Broadridge Corporate Issuer Solutions, the company's transfer agent, certifying that each stockholder of record on March 31, 2020, was mailed an official notice of this meeting on or about April 17, 2020, along with the notice of intent, availability of proxy materials. The affidavit of mailing, together with a copy of the notice, will be filed with the meeting minutes. Only stockholders of record on March 31, 2020, or persons holding a proxy of such stockholder may vote on matters presented at this meeting. The inspector of the elections has informed me that based on the information received from Broadridge, more than 50% of the total shares entitled to vote are present either through the virtual meeting portal or by proxy at this meeting, thereby constituting a quorum. Therefore, this meeting may now proceed. The first matter to be voted upon is the election of 4 Class 1 directors to serve for 3-year terms until the 2023 Annual Meeting of Stockholders or until their successors are duly elected and qualified. According to the company's Certificate of Incorporation, the holders of our Class A and Class B common stock are entitled to elect directors. The Board of Directors has nominated 4 candidates who are named in the proxy statement. The Board recommends that you vote for each of them. They are Joe DeSplinter, Roger Dow, Ronald Harrison and Laura Kelly. The company has received no other nominations. [Voting]

We have not received any questions on this matter, so we will now proceed to the next order of business, which is an advisory vote to approve the compensation of our named executive officers as disclosed in the proxy statement for this meeting, including the compensation discussion and analysis, the compensation tables and accompanying narrative descriptions. [Voting]

We will now address the questions related to the election of directors. There are no questions. Since there are no further questions on this matter, so we will now proceed to the next order of business, which is an advisory vote on compensation of our named executive officers as disclosed in the proxy statement for this meeting, including the compensation discussion, analysis, compensation tables and accompanying narrative descriptions. This vote is not intended to address any particular element of compensation but rather relates to the overall compensation of our named executive officers. Our Board of Directors recommends that stockholders vote to approve on an advisory nonbinding basis the compensation of our named executive officers as disclosed in the proxy statement. [Voting]

We have not received any questions on this matter, so we will now proceed to the next order of business, which is ratifying the selection of KPMG LLP to serve as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. [Voting]

We will now address questions related to the advisory vote on executive compensation. There are no further questions on this matter, so we will now proceed to the next order of business, which is ratifying the selection of KPMG LLP to serve as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The Board of Directors recommends voting in favor of ratification. [Voting]

We have not received any questions on the ratification of KPMG LLP. So at this time, the polls are closed. We will now address questions on the replication of KPMG. There are no further questions on this matter. So at this time, the polls are closed. Final vote totals will be filed with the Securities and Exchange Commission no later than next Tuesday, June 2, and will be available for review in accordance with law. This concludes the business of the meeting. Since there's no other business to come before the meeting and no questions from stockholders, I now adjourn the meeting. If you have any questions about our business that you did not ask during today's meeting, we invite you to contact our Investor Relations department. You can find their contact information in the Investor Relations section of remax.com. Thank you all for coming.

Thank you very much, this concludes the meeting. Thank you, operator.