Douglas Elliman (DOUG) shareholders elect directors and back auditor at 2026 meeting

Rhea-AI Filing Summary

Douglas Elliman Inc. reported the results of its 2026 annual meeting of stockholders held on June 18, 2026. Stockholders elected directors Michael S. Liebowitz and Mark D. Zeitchick, with Liebowitz receiving 49,539,304 votes for and 14,250,538 withheld, and Zeitchick receiving 35,627,229 for and 28,162,613 withheld.

Stockholders voted on ratifying the appointment of EisnerAmper LLP as independent registered public accounting firm for the year ending December 31, 2026, with 73,917,755 votes for, 3,006,249 against, and 68,682 abstentions. In an advisory say-on-pay vote, executive compensation received 34,611,231 votes for, 21,224,428 against, 7,954,183 abstentions, and 13,202,845 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Liebowitz: 49,539,304 votes Votes for Zeitchick: 35,627,229 votes Auditor ratification for votes: 73,917,755 votes +4 more

7 metrics

Votes for Liebowitz 49,539,304 votes Director election, Proposal 1

Votes for Zeitchick 35,627,229 votes Director election, Proposal 1

Auditor ratification for votes 73,917,755 votes EisnerAmper LLP, year ending December 31, 2026

Auditor ratification against votes 3,006,249 votes EisnerAmper LLP selection

Say-on-pay for votes 34,611,231 votes Advisory vote on executive compensation

Say-on-pay against votes 21,224,428 votes Advisory vote on executive compensation

Broker non-votes on proposals 1 and 3 13,202,845 votes Director elections and say-on-pay

Key Terms

broker non-votes, emerging growth company, independent registered public accounting firm, advisory vote on executive compensation, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes (1) Michael S. Liebowitz | 49,539,304 | 14,250,538 | 13,202,845"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent registered public accounting firm financial

"Ratification of the appointment of EisnerAmper LLP as independent registered public accounting firm for the year ending December 31, 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote on executive compensation financial

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

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

say-on-pay financial

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

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

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Understanding 8-K Material Events →

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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 18, 2026

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 18, 2026, Douglas Elliman Inc. (the “Company”) held its 2026 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)
Michael S. Liebowitz						49,539,304						14,250,538						13,202,845
Mark D. Zeitchick						35,627,229						28,162,613						13,202,845

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

Proposal 2: Ratification of the appointment of EisnerAmper LLP as independent registered public accounting firm for the year ending December 31, 2026.

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

For						Against						Abstain (1)
73,917,755						3,006,249						68,682

(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)
34,611,231						21,224,428						7,954,183						13,202,845

(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, Treasurer and Chief Financial Officer

Date: June 18, 2026

FAQ

What did Douglas Elliman (DOUG) stockholders decide at the 2026 annual meeting?

Stockholders elected directors, voted on auditor ratification, and held an advisory say-on-pay vote. Michael S. Liebowitz and Mark D. Zeitchick were elected, EisnerAmper LLP’s appointment was widely supported, and executive compensation received more votes for than against, with substantial broker non-votes.

How did Douglas Elliman (DOUG) stockholders vote on director elections in 2026?

Stockholders elected both nominated directors. Michael S. Liebowitz received 49,539,304 votes for and 14,250,538 withheld, while Mark D. Zeitchick received 35,627,229 for and 28,162,613 withheld. There were 13,202,845 broker non-votes for each nominee, which had no effect on the outcome.

What were the auditor ratification vote results for Douglas Elliman (DOUG)?

Stockholders voted on ratifying EisnerAmper LLP as independent registered public accounting firm for 2026. The proposal received 73,917,755 votes for, 3,006,249 against, and 68,682 abstentions. Under the company’s governing documents, abstentions had no effect on the outcome of this matter.

How did Douglas Elliman (DOUG) stockholders vote on executive compensation (say-on-pay)?

In the advisory say-on-pay vote, compensation for named executive officers received 34,611,231 votes for and 21,224,428 against. There were 7,954,183 abstentions and 13,202,845 broker non-votes. The company states abstentions and broker non-votes had no effect on this proposal’s outcome.

What are broker non-votes in the Douglas Elliman (DOUG) 2026 meeting results?

Broker non-votes occur when brokers do not have authority to vote on specific proposals without instructions. Douglas Elliman reported 13,202,845 broker non-votes on the director elections and say-on-pay proposal. Under the company’s governing documents, these broker non-votes had no effect on the outcomes.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB