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During an annual stockholders meeting on Wednesday morning, Douglas Elliman stockholders did not call for Howard Lorber’s replacement as CEO of the company or for a clawback of his 2023 bonus, as some shareholders had hoped.
The vote came about three weeks after vocal shareholder Bradley Tirpak published a letter to fellow investors urging them to allow Lorber’s contract to expire at the end of the year and instead immediately search for a different full-time CEO to lead the company into more solid financial footing.
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Tirpak had also urged shareholders to vote against a proposal regarding the firm’s executive compensation and to vote for a proposal to elect directors every year with the goal of aligning compensation with stockholder returns. He also implored the board to claw back Lorber’s 2023 bonus and hire a new compensation consultant, in light of the firm not meeting its Adjusted EBITDA threshold and falling short of its gross transaction value target and dividend threshold.
Tirpak additionally questioned Lorber receiving the maximum permissible award in his 2023 bonus for Diversity, Equity and Inclusion, in light of recent allegations against two of the firm’s former top brokers, Oren and Tal Alexander, who have now been accused by dozens of women of sexual assault and rape.
Douglas Elliman has maintained that no formal HR complaint was ever made about the Alexanders while they were affiliated with the firm.
About one week ago, advisory firms Glass Lewis and Institutional Shareholder Services (ISS) also made recommendations for Elliman in alignment with some of Tirpak’s suggestions.
During the stockholders meeting, a majority of stockholders voted for Lorber, David K. Chene and Patrick J. Bartels as directors. Chene and Bartels each received about 56.6 million votes, while Lorber received about 44.7 million. More stockholders withheld votes from Lorber than the other directors — Lorber saw about 19.5 million votes withheld from him, while only about 7.5 million were withheld from Chene and Bartels, according to a filing with the Securities and Exchange Commission.
Stockholders also voted to ratify Deloitte & Touche LLP as an independent registered public accounting firm for the remainder of the year.
Contrary to Tirpak’s wishes, stockholders voted to approve the compensation of Douglas Elliman’s executive officers, meaning that compensation policies at the company would not be significantly revised.
Stockholders did, however, vote for a proposal to declassify the Board of Directors, something Tirpak was in favor of, and which will allow stockholders to elect directors annually. Therefore, if stockholders deem the company’s performance poor, they have the power to vote for different directors at the next annual meeting.
Douglas Elliman’s financials improved during the second quarter of 2024 after a rocky spell that left investors like Tirpak disgruntled. Consolidated revenues rose from $275.9 million during Q2 2023 to $285.8 million during Q2 2024, and gross transaction volume increased from $9.9 billion to $10.6 billion year over year. Net loss also improved on an annual basis from $5.2 million during Q2 2023 to $1.7 million in Q2 2024.
Correction: An earlier version of this story incorrectly stated that Howard Lorber was only a part-time CEO of Douglas Elliman; however, his appointment is full-time.
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