Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure
Item 5.07. Submission of Matters to a Vote of Security Holders. On January 7, 2025, Compass, Inc. (the “Company” or “Compass”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of September 22, 2025 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by…
Filed Jan 7, 2026Accepted Jan 7, 2026, 3:27 PM ESTCIK 1563190Accession 0001563190-26-000007
Compass (NYSE: COMP) is a leading tech-enabled real estate services company that includes the largest residential real estate brokerage in the United States by sales volume. Founded in 2012 and based in New York City, Compass provides an end-to-end platform that empowers its residential real estate agents at its owned-brokerage to deliver exceptional service to seller and buyer clients. The platform includes an integrated suite of cloud-based software for customer relationship management, marketing, client service, brokerage services, and other critical functionality, all custom-built for the real estate industry. Compass agents utilize the platform to grow their business, save time, and manage their business more efficiently. The Compass network includes Christie’s International Real Estate, with over 100 independently owned brokerage Affiliates in 50 countries and territories. For more information on how Compass empowers real estate agents, one of the largest groups of small business owners, please visit www.compass.com.
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Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 7, 2025, Compass, Inc. (the “Company” or “Compass”) held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of September 22, 2025 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Anywhere Real Estate Inc. (“Anywhere”), a Delaware corporation, and Velocity Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Compass (“Merger Sub”). The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of the Company.
As of the close of business on December 12, 2025, the record date for the Special Meeting (the “Record Date”), there were 553,153,423 shares of Class A common stock and 10,122,433 shares of Class C common stock outstanding and entitled to vote at the Special Meeting. At the Special Meeting, shares of common stock representing 611,730,624 votes were present virtually or by proxy, constituting a quorum to conduct business.
Regarding the voting on the proposals at the Special Meeting, each share of Class A common stock represented one vote and each share of Class C common stock represented twenty votes.
At the Special Meeting, the Company’s stockholders voted on the following proposal and cast their votes as described below.
1. The proposal to approve the issuance of Class A common stock, par value $0.00001 per share, of the Company to the Anywhere stockholders in connection with the Merger (the “Compass Share Issuance Proposal”) was approved by the votes set forth below:
For Against Abstain Broker Non-Votes
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609,558,912 2,032,147 139,565 0
2. The proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies to adopt the Compass Share Issuance Proposal or ensure that any supplement or amendment to the Prospectus is provided to shareholders on a timely basis was approved by the votes set forth below:
For Against Abstain Broker Non-Votes
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591,363,990 20,197,265 169,369 0
However, an adjournment was unnecessary because there was a quorum present and there were sufficient votes received at the Special Meeting to approve the proposal to approve the Compass Share Issuance Proposal.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On January 7, 2025, the Company and Anywhere issued a joint press release announcing the results of the voting at their respective special meetings of stockholders each held on January 7, 2025. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. The Company does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in any of the Exhibits attached hereto.