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): June 20, 2022
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 5.07Submission of Matters to a Vote of Security Holders.
On June 20, 2022, eXp World Holdings, Inc. (the “Company”, “us”, “we”, or “our”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting was April 22, 2022. At the close of business on that date, the Company had 149,501,511 shares of Common Stock issued and outstanding. At the Annual Meeting, the Company’s stockholders voted on four proposals, which are described in more detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 27, 2022. The preliminary voting results for the four proposals are set forth below and are subject to change. If the results change, the Company will file an amendment to this current report on Form 8-K to disclose the final results within four business days after they are known.
1. | Election of Directors |
Our stockholders elected each of Dan Cahir, Darren Jacklin, Eugene Frederick, Glenn Sanford, Jason Gesing, Monica Weakley, and Randall Miles to serve until our 2023 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, or removal. Set forth below are the preliminary results of the stockholder vote on this proposal:
2. | Ratification of Appointment of Independent Registered Public Accounting Firm |
Our stockholders ratified the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022. Set forth below are the results of our stockholder vote on this proposal:
Number of votes cast for the proposal | 73,227,454 |
Number of votes cast against the proposal | 137,954 |
Number of abstentions | 170,792 |
3. | Approval, on an Advisory Basis, of 2021 Named Executive Officer Compensation |
Our stockholders approved, on a nonbinding basis, 2021 compensation to our named executive officers. Set forth below are the results of the stockholder vote on this proposal:
Number of votes cast for the proposal | 51,893,804 |
Number of votes cast against the proposal | 534,580 |
Number of abstentions | 816,539 |
Broker non-votes | 20,291,277 |
Item 7.01Regulation FD Disclosure.
In the press release issued on June 20, 2022, and attached hereto as Exhibit 99.1, the Company announced that its subsidiary entered into an agreement to acquire Zoocasa Realty Inc. and its related technology properties, including Zoocasa.com.
The information in this Item 7.01 shall not be deemed “filed” for purposes of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such filing.
The information in this report and Exhibit 99.1 hereto may contain “forward-looking statements” within the meaning of the Securities Act and the Exchange Act. Forward-looking statements in this document and the exhibit include, without limitation, statements regarding the Company’s expectations as to the completion and timing of the acquisition and the anticipated growth of the Zoocasa business. These forward-looking statements are subject to assumptions, risks and uncertainties that may change at any time, and actual results could differ materially from those expressed in any forward-looking statements. Factors that could cause actual results to differ include, among other things: risks and uncertainties associated with market conditions, the satisfaction of closing conditions related to the acquisition, and other risks and uncertainties discussed in the Company’s filings with the SEC, including the “Risk Factors” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The Company undertakes no obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
Exhibit 99.1
June 20, 2022, 3 p.m. ET / 12 p.m. PT
eXp World Holdings to Acquire Zoocasa Realty Inc.
Proptech Acquisition Strengthens eXp Realty’s Online Lead Generation, Home Search and Listings Portal Solutions in Canada
BELLINGHAM, Wash. — June 20, 2022 — eXp World Holdings, Inc. (Nasdaq: EXPI), the holding company for eXp Realty®, Virbela and SUCCESS® Enterprises, today announced the pending acquisition Zoocasa Realty Inc. and its key property, Zoocasa.com, to bolster eXp Realty’s online lead generation, home search and listings portal opportunities for our agents and brokers. The transaction is subject to customary closing conditions and approvals and is expected to close in July 2022.
Zoocasa is an award-winning consumer real estate search portal and brokerage based in Toronto, Canada. Zoocasa offers an all-in-one intelligent, scalable listings platform that provides a seamless home search experience, deep market insights and a connection to local real estate experts.
“Online home search and lead generation portals are critical tools in residential real estate – both for customers looking to buy and sell homes, and our agents building their businesses,” said Glenn Sanford, Founder, Chairman and CEO of eXp World Holdings. “We’re excited about bringing Zoocasa into the eXp World Holdings family of companies. Their experienced leadership team, technology and well-known Canadian brand will position us to create a unique portal experience, with a goal of taking home search and lead generation to the next level across North America. This acquisition is a testament to our continued investment in growth to differentiate, be a destination brokerage and give our agents a proprietary option for nurtured and inside sales qualified leads.”
Exhibit 99.1
Zoocasa is owned by its CEO Lauren Haw and a group of investors, who purchased Zoocasa.com from Rogers Communications in 2015. Today, the platform has close to 12 million annual visits and 150 in-house real estate agents.
“Joining eXp Realty and eXp World Holdings is an exciting next step for the expansion of Zoocasa’s impact as we continue to redefine our portal and lead generation technology to create excellent experiences for customers and agents,” said Lauren Haw, CEO and Broker of Record of Zoocasa. “eXp’s cloud-based model is a perfect fit for our team and we look forward to growing our business with eXp’s leadership team and network of agents.”
For more information about eXp World Holdings and its subsidiaries, go to expworldholdings.com.
For more information about Zoocasa Realty Inc., please go to Zoocasa About Us.
About eXp World Holdings, Inc.
eXp World Holdings, Inc. (Nasdaq: EXPI) is the holding company for eXp Realty®, Virbela and SUCCESS® Enterprises.
eXp Realty is the fastest-growing real estate company in the world with more than 82,000 agents in the United States, Canada, the United Kingdom, Australia, South Africa, India, Mexico, Portugal, France, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama, Germany, Dominican Republic, Greece and New Zealand and continues to scale internationally. As a publicly traded company, eXp World Holdings provides real estate professionals the unique opportunity to earn equity awards for production goals and contributions to overall company growth. eXp World Holdings and its businesses offer a full suite of brokerage and real estate tech solutions, including its innovative residential and commercial brokerage model, professional services, collaborative tools and personal development. The cloud-based brokerage is powered by Virbela, an immersive 3D platform that is deeply social and collaborative, enabling agents to be more connected and productive. SUCCESS® Enterprises, anchored by SUCCESS® magazine and its related media properties, was established in 1897 and is a leading personal and professional development brand and publication.
For more information, visit https://expworldholdings.com.
Exhibit 99.1
About Zoocasa Realty Inc.
Zoocasa is an award winning brokerage that uses data and technology to deliver an intelligent, end-to-end real estate experience.
Zoocasa’s insights and suite of digital tools, combined with the market expertise of its in-house agents and brokerage team, allows Zoocasa to set a new standard for full-service real estate in Canada. A 3-time winner of both the Financial Times Fastest Growing Companies in the Americas and the Top Growing Companies in Canada by the Globe and Mail, Zoocasa continues to innovate on the home buying, selling and search experience online.
Safe Harbor Statement
The statements contained herein may include statements of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Such forward-looking statements speak only as of the date hereof, and the company undertakes no obligation to revise or update them. These statements include, but are not limited to, statements about the continued growth of our agent and broker base; expansion of our residential real estate brokerage business into foreign markets; demand for remote working and distance learning solutions and virtual events; development of our commercial brokerage and our ability to attract commercial real estate brokers; and revenue growth and financial performance. Such statements are not guarantees of future performance. Important factors that may cause actual results to differ materially and adversely from those expressed in forward-looking statements include changes in business or other market conditions; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the company’s Securities and Exchange Commission filings, including but not limited to the most recently filed Quarterly Report on Form 10-Q and Annual Report on Form 10-K.
Media Relations Contact:
eXp World Holdings, Inc.
mediarelations@expworldholdings.com
Investor Relations Contact:
MZ Group – MZ North America
investors@expworldholdings.com
Zoocasa Realty Inc. - Media Relations Contact:
communications@zoocasa.com