Item 4.01. Changes in Registrant's Certifying
Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
The Audit Committee (the “Committee”) of the Board of Directors
of RE/MAX Holdings, Inc. (the “Company”), with the assistance of Company management, conducted a competitive process
to select the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The Committee
invited multiple firms to participate in this process including KPMG LLP (“KPMG”), which has served as the Company’s
independent registered public accounting firm since 2003.
As a result of this process, following the review and evaluation of
proposals from participating firms, on March 7, 2023, the Committee approved the engagement of Ernst & Young LLP (“EY”)
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, subject to completion
of EY’s standard client acceptance procedures. On the same date, the Committee approved the dismissal of KPMG as the Company’s
independent registered accounting firm.
KPMG’s audit reports on the Company’s consolidated financial
statements as of and for the fiscal years ended December 31, 2021 and December 31, 2022 did not contain any adverse opinion
or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s two most recent fiscal years ended December 31,
2021 and December 31, 2022, and in the subsequent interim period through March 7, 2023: (i) there were no disagreements
with KPMG (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to KPMG’s satisfaction, would
have caused KPMG to make reference in connection with their opinion to the subject matter of the disagreement; and (ii) there were
no reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).
The Company provided KPMG with a copy of the foregoing disclosures
and requested that KPMG furnish the Company with a letter addressed to the SEC stating whether it agrees with such disclosures. A copy
of KPMG’s letter dated March 13, 2023 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement
of New Independent Registered Public Accounting Firm
As set forth
above, on March 7, 2023, concurrent with the dismissal of KPMG as the Company’s independent registered public accounting firm,
the Committee approved the engagement of EY as Company’s new independent registered public accounting firm for the fiscal year
ending December 31, 2023, and signed an engagement letter with EY on March 13, 2023.
During the Company’s two most recent fiscal years ended December 31,
2021 and December 31, 2022, and during the subsequent interim period preceding EY’s engagement, neither the Company, nor anyone
on its behalf, has consulted EY with respect to: (i) the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and
neither a written report nor oral advice was provided to the Company that EY concluded was an important factor considered by the Company
in reaching a decision as to the accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject
of a disagreement (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event
(as described in Item 304(a)(1)(v) of Regulation S-K).
