Investor Dissent Grows at Douglas Elliman as Pay Support Falls to 72%

Rhea-AI Filing Summary

Douglas Elliman (NYSE:DOUG) filed an 8-K (Item 5.07) detailing the results of its 25 June 2025 annual meeting.

• Director elections: Richard J. Lampen secured 87% support, while Wilson L. White faced 55% withheld votes yet was re-elected under the plurality rule.
• Auditor: Deloitte & Touche LLP ratified with 96% approval (68.2 m For / 0.3 m Against).
• Say-on-Pay: Executive compensation passed with only 72% support, indicating elevated shareholder concern.

Although all proposals passed, the unusually high opposition to one director and to pay practices may pressure future governance and compensation decisions.

Positive

• Deloitte & Touche LLP ratified as independent auditor with 96% shareholder support

Negative

• 55% of votes were withheld from director nominee Wilson L. White, indicating significant shareholder dissent
• Say-on-Pay proposal received only 72% support, reflecting elevated dissatisfaction with executive compensation practices

Insights

Corporate Governance Specialist

55% withhold on a director signals governance risk.

More than half of votes withheld from Wilson L. White is rare in uncontested elections and highlights investor dissatisfaction with board composition or performance. While the plurality standard kept him seated, such a public rebuke can trigger engagement from activists, proxy advisers, and large institutions. Expect heightened scrutiny of committee assignments and potential board refreshment before the 2026 vote. Failure to respond could affect ISS/Glass Lewis recommendations and increase the chance of a future ‘no-confidence’ campaign.

Compensation Analyst

Say-on-Pay squeaks by with soft 72% support.

A 28% opposition rate is well above the 10% flag threshold used by many institutions. Although the advisory vote passed, it underscores persistent concerns over pay structure or performance alignment. Management will likely need to adjust incentive metrics or disclosure to avoid an outright defeat next year. Combined with the director dissent, the result could influence compensation committee decisions and investor relations efforts during the upcoming proxy season.

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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): June 25, 2025

DOUGLAS ELLIMAN INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-41054

87-2176850

(Commission File Number)

(I.R.S. Employer Identification No.)

4400 Biscayne Boulevard

Miami

Florida

33137

(Address of Principal Executive Offices)

(Zip Code)

(305) 579-8000

(Registrant’s Telephone Number, Including Area Code)

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 12(b) of the Act:

Title of each class:			Trading			Name of each exchange
			Symbol(s)			on which registered:
Common stock, par value $0.01 per share			DOUG			New York Stock Exchange

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 5.07 Submission of Matters to a Vote of Security Holders

On June 25, 2025, Douglas Elliman Inc. (the “Company”) held its 2025 annual meeting of stockholders, where stockholders considered and voted upon the following proposals:

Proposal 1: Election of directors.

Each of the directors nominated was elected based on the following votes:

Nominee						For						Withheld						Broker Non-Votes (1)
Richard J. Lampen						50,493,940						7,338,017						13,807,698
Wilson L. White						25,896,942						31,935,015						13,807,698

(1) Under the Company’s governing documents, broker non-votes have no effect on the outcome of the matter acted on.

Proposal 2: Approval of ratification of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2025.

The selection of the independent registered public accounting firm received the following votes:

For						Against						Abstain (1)
68,183,601						343,637						3,112,417

(1) Under the Company’s governing documents, abstentions have no effect on the outcome of the matter acted on.

Proposal 3: Advisory vote on executive compensation (the “say-on-pay” vote).

The advisory vote to approve the compensation of the Company’s named executive officers received the following votes:

For						Against						Abstain (1)						Broker Non-Votes (1)
41,514,167						13,250,771						3,067,019						13,807,698

(1) Under the Company’s governing documents, abstentions and broker non-votes have no effect on the outcome of the matter acted on.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOUGLAS ELLIMAN INC.

By:

/s/ J. Bryant Kirkland III

J. Bryant Kirkland III

Executive Vice President, Secretary, Treasurer and Chief Financial Officer

Date: June 26, 2025

FAQ

How many votes withheld from Douglas Elliman director Wilson L. White?

Shareholders withheld 31,935,015 votes, representing 55% of votes cast for this director.

What level of support did DOUG's 2025 Say-on-Pay proposal receive?

The advisory vote on executive compensation passed with 41,514,167 votes For, about 72% of votes cast (excluding broker non-votes).

Was Deloitte & Touche LLP ratified as Douglas Elliman's 2025 auditor?

Yes. The firm was ratified with 68,183,601 votes For (96%), 343,637 Against, and 3,112,417 Abstain.

Which directors were elected at Douglas Elliman's 2025 annual meeting?

Richard J. Lampen and Wilson L. White were both elected; Lampen received 50,493,940 For votes, White 25,896,942 For votes.

Did any proposal fail at DOUG's 2025 shareholder meeting?

No. All three proposals—director elections, auditor ratification, and Say-on-Pay—were approved, despite notable dissent levels.