EXPI eXp World Holdings Inc

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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): September 1, 2023

EXP WORLD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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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(b) of the Act:

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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. ☐

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

Departure of Director

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Mr. Darren Jacklin has notified the Board of Directors (the “Board”) of eXp World Holdings, Inc. (the “Company”) that he intends to resign as a member of the Board of the Company, effective September 7, 2023. Mr. Jacklin’s resignation  is not the result of any disagreement with the Company.

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Election of Director

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On September 1, 2023, the Company’s Board unanimously consented to appoint Mr. Frederick Reichheld, 71, as an independent director to the Company’s Board to fill the vacancy created by Mr. Jacklin’s resignation. Mr. Reichheld’s directorship will take effect on September 7, 2023 and he will hold office until the next annual meeting of the Company’s stockholders or until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Reichheld was nominated by a majority of the Board’s independent directors after a thorough review of the candidate’s background and relevant experience as well as his qualifications as an independent director. The Board believes that Mr. Reichheld is qualified to serve as a director because of his professional and academic experience advising clients on matters of customer, employee, partner and investor loyalty as well as his proven leadership experience. Mr. Reichheld has been named to the Nominating & Corporate Governance Committee and ESG Committee of the Board.

Mr. Reichheld has more than 45 years of experience as a leading expert on customer and employee loyalty. Mr. Reichheld joined Bain & Company, Inc., a global business consulting firm, in 1977, was elected to the partnership of Bain & Company, Inc. in 1982, and was elected as the first Bain Fellow in January 1999, a position he continues to hold currently. Mr. Reichheld is the creator of the Net Promoter® system of management and founded Bain's Loyalty practice, which helps clients achieve superior results through improvements in customer, employee, partner and investor loyalty and has also served in a variety of other roles, including as a member of Bain & Company's Worldwide Management, Nominating, and Compensation Committees. Mr. Reichheld is a frequent speaker to major business forums and groups of CEOs and senior executives worldwide and has authored several books, including Winning on Purpose and The Ultimate Question 2.0. Since 2015, Mr. Reichheld has served as a member of FirstService Corp.’s Board of Directors and currently serves on its Nominating and Corporate Governance Committee. Since 2020, Mr. Reichheld has also served as a member of Bilt, Inc.’s Board of Directors. Mr. Reichheld received his Bachelor of Arts in Economics from Harvard University and his Master of Business Administration from Harvard Business School.

Mr. Reichheld will participate in the Company’s standard compensation program available to the Company’s non-employee independent directors, which is discussed in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 6, 2023 (Non-Employee Director Compensation – Independent Director Compensation), which is incorporated herein by this reference. Pursuant to that program, upon initial appointment to the Board, Mr. Reichheld received a stock option grant of 25,063 shares of the Company’s common stock, which will vest monthly in equal installments over three years, subject to his continued service. Additionally, Mr. Reichheld will be eligible to receive cash compensation of $200,000 annually, paid in equal monthly installments.

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There are no arrangements or understandings between Mr. Reichheld and any other person, in each case, pursuant to which Mr. Reichheld was appointed to serve on the Board. There are no family relationships between Mr. Reichheld and any other director or executive officer of the Company and there have been no transactions between Mr. Reichheld and the Company in the last fiscal year, and none are currently proposed, that would require disclosure under Item 404(a) of Regulation S-K.

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Item 7.01Regulation FD Disclosure

On September 7, 2023, the Company issued a press release announcing Mr. Reichheld’s appointment to the Company’s Board. A copy of the press release is filed with this Form 8-K as Exhibit 99.1.

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The information contained in this Item 7.01, including Exhibit 99.1, of this report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and it will not be incorporated by reference into any registration

statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

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Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

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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.

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Exhibit 99.1

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eXp World Holdings Appoints Fred Reichheld to

Board of Directors

Net Promoter^® System creator and one of the world’s leading experts on customer and employee loyalty brings unparalleled knowledge of employee and customer satisfaction

BELLINGHAM, Wash. — Sept. 7, 2023 — eXp World Holdings, Inc. (Nasdaq: EXPI) (the “Company”) this week announced the appointment of Net Promoter^® System (NPS) creator Fred Reichheld to the Company’s board of directors, effective Sept. 7, 2023.

“We are honored to welcome Fred Reichheld to our Board of Directors,” said Glenn Sanford, Founder, CEO and Chairman of eXp World Holdings. “For companies that value customer and employee satisfaction and loyalty, as we do, the holy grail is the Net Promoter System. Conducting regular NPS surveys with our agents and staff since 2016 is core to delivering on our agent-centric mission, and Fred shared his wisdom with our team at this year’s Shareholder Summit. I am thrilled to have him on our Board of Directors and look forward to working even more closely together.”

In addition to creating the NPS system, Reichheld is a sought-after speaker and best-selling author. His most recent book, “Winning on Purpose: The Unbeatable Strategy of Loving Customers,” explains how NPS helps companies become truly customer-centric, experiencing profitable growth through systematically converting more customers into promoters and fewer into detractors. He is currently a Bain & Company Fellow and founder of their Loyalty practice. He graduated with honors both from Harvard College (B.A., 1974) and Harvard Business School (M.B.A., 1978).

Concurrent with Reichheld’s appointment, Sir Darren Jacklin will step down but continue to serve on the eXp Realty Canada Board of Directors. Following these changes, the eXp World Holdings board will comprise seven directors, four of whom are independent. Jacklin served on the eXp World Holdings Board of Directors for nearly 10 years.

“Darren has been an integral part of this company, and we are fortunate to have his continued insight and leadership on the eXp Canada Board of Directors,” said Sanford. “I would like to personally thank him for all his many contributions over the years. His experience traveling to four continents and over 50 countries mentoring entrepreneurs and business owners on specific and measurable strategies designed to build their success was a great asset to us. eXp Canada will greatly benefit from his experience and wisdom.”

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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 largest independent real estate company in the world with more than 88,000 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, New Zealand, Chile, Poland and Dubai 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.

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. 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.

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Media Relations Contact:

eXp World Holdings, Inc.

mediarelations@expworldholdings.com

Investor Relations Contact:

Denise Garcia

investors@expworldholdings.com