EXP World Holdings, Inc. (Form: 8-K, Received: 12/03/2021 16:31:24)

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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): March 25, 2021

A PICTURE CONTAINING TEXT, SIGN, CLIPART

DESCRIPTION AUTOMATICALLY GENERATED

EXP WORLD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-38493	98-0681092
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

2219 Rimland Drive, Suite 301

Bellingham, WA 98226

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (360) 685-4206

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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to section 12(g) of the Act:


Common Stock, par value $0.00001 per share	EXPI	NASDAQ
(Title of Each Class)	(Trading Symbol)	(Name of each exchange on which registered)

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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective March 25, 2021, the Board of Directors (the “Board”) of eXp World Holdings, Inc. (the “Company”), amended Section 1.10 (the “Bylaws Amendment”) of the Company’s Amended and Restated Bylaws (the “Bylaws”) to update and clarify the ability of stockholders to take action by written consent. As a result of the Bylaws Amendment, stockholders may take action by written consent so long as the Company is a “controlled company” under the rules of the Nasdaq Stock Market. Prior to the amendment, the Bylaws had provided that stockholder action by written consent could be taken only if Glenn Sanford and Penny Sanford, the Company’s largest stockholders, held in the aggregate a majority in voting power of all shares entitled to vote in the election of directors. The Bylaws Amendment has had no practical effect on the ability of stockholders to take action by written consent, because Glenn and Penny Sanford have held a majority in voting power, and the Company has been a “controlled company” under Nasdaq rules, continuously since the effective date of the Bylaws Amendment.

The foregoing summary of the Bylaws Amendment is qualified in its entirety by reference to the full text of the Bylaws Amendment, which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Description
3.2	Amendment to Amended and Restated Bylaws of eXp World Holdings, Inc.
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

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 thereunto duly authorized.


	eXp World Holdings, Inc.
	(Registrant)

Date: December 3, 2021	/s/ James Bramble
	James Bramble
	General Counsel

Exhibit 3.2

FIRST AMENDMENT TO

AMENDED AND RESTATED BYLAWS

This First Amendment to the Amended and Restated Bylaws (as amended, the “Bylaws”) of eXp World Holdings, Inc., a Delaware corporation (the “Corporation”) is entered into by the below authorized officer, effective March 25, 2021 (the “Effective Date”).

W I T N E S S E T H

WHEREAS, the members of the Board of Directors (the “Board”) of the Corporation unanimously approved the amendment to the Bylaws as set forth below (the “Amendment”) at a meeting of the Board on March 25, 2021;

WHEREAS, the undersigned officer of the Corporation is authorized to enter into this Amendment on behalf of the Board to memorialize the Amendment.

WHEREAS, the undersigned hereby adopts this Amendment, effective as of the Effective Date:

1.Amendment. Section 1.10 of Article I of the Bylaws is hereby deleted in its entirety and replace with the following:

“1.10Action by Written or Electronic Consent of Stockholders Without a Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an office or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded; provided, however if at any time the Company is no longer a ‘controlled company’ under the rules of the Nasdaq Stock Market, then any action required or permitted to be taken by the holders of the Common Stock of the Corporation must be effected at a duly called annual or special meeting of such holders and may no longer be effected by any consent in writing by such holders.”

2.No Further Modifications. Except as specifically set forth in this Amendment, all of the terms set forth in the Bylaws shall remain unchanged and in full force and effect. All capitalized terms used, but not otherwise defined in this Amendment, shall be defined in the Bylaws. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same original.

IN WITNESS WHEREOF, the Board has caused this Amendment to be signed below by their duly authorized representatives as of the Effective Date set forth in the first paragraph herein.


EXP WORLD HOLDINGS, INC., a Delaware corporation
By:	/s/ James Bramble
Name:	James Bramble
Title:	Corporate Secretary
Date:	March 27, 2021