Douglas Elliman : 2025 Definitive Proxy Statement

Published: 2025-05-01 17:04:57 ET DOUG

Published on 05/01/2025 at 17:04

The Annual Meeting of Stockholders of Douglas Elliman Inc., a Delaware corporation (the "Company" or "Douglas Elliman"), will be held on Wednesday, June 25, 2025 at 10:00 a.m. eastern time, and at any postponement or adjournment thereof, for the following purposes:

To elect two members of our Board of Directors as Class I directors for a term to expire at the 2028 Annual Meeting of Stockholders or until their successors are elected and qualified;

To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025; and,

To hold an advisory vote on executive compensation (the "say-on-pay" vote).

We have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. You may attend the virtual Annual Meeting, submit questions and vote your shares electronically during the meeting via live webcast at https://web.lumiconnect.com/236285623. You will need the 11-digit control number printed on your proxy card to participate in the Annual Meeting and to enter the 11-digit control number printed on your proxy card or Notice of Internet Availability of Proxy materials you will receive and the meeting password, douglas2025. If you are a "beneficial owner," also known as a "street name" holder, please see "Registering to Attend the Virtual Annual Meeting as a Beneficial Owner." We recommend that you log in at least 15 minutes before the Annual Meeting to ensure you are logged in when the meeting starts. You may access the meeting platform from 9:00 a.m. eastern time on the date of the annual meeting. If you encounter any technical difficulties during the log in or meeting time, please visit https://go.lumiglobal.com/faq for technical support.

Every holder of record of Common Stock of the Company at the close of business on April 30, 2025 (the "record date") is entitled to notice of the meeting and any adjournments or postponements thereof and to vote at the annual meeting or by proxy, one vote for each share of Common Stock held by such holder. A list of stockholders entitled to vote at the meeting will be available to any stockholder for any purpose germane to the meeting during ordinary business hours from June 11, 2025 to June 25, 2025, at the headquarters and principal executive offices of the Company located at 4400 Biscayne Boulevard, 10th Floor, Miami, Florida 33137. The list will also be available at https://web.lumiconnect.com/236285623 during the virtual Annual Meeting. A proxy statement, form of proxy and the Company's Annual Report on Form 10-K for the year ended December 31, 2024 are enclosed herewith.

By Order of the Board of Directors,

J. BRYANT KIRKLAND III

Executive Vice President, Secretary, Treasurer and Chief Financial Officer

Miami, Florida April 30, 2025

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.

PROXY STATEMENT 1

INTRODUCTION 1

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 3

EXECUTIVE OFFICERS OF THE COMPANY 5

PROPOSAL 1 - NOMINATION AND ELECTION OF DIRECTORS 5

EXECUTIVE COMPENSATION 12

PAY VERSUS PERFORMANCE 18

GRANTS OF PLAN-BASED AWARDS IN 2024 21

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024 21

STOCK VESTED IN YEAR ENDED DECEMBER 31, 2024 23

COMPENSATION OF DIRECTORS 23

AUDIT COMMITTEE REPORT 24

EQUITY COMPENSATION PLAN INFORMATION 26

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 26

PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 28

PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION (THE "SAY-ON-PAY" VOTE) 28

MISCELLANEOUS 31

HOUSEHOLDING OF ANNUAL MEETING MATERIALS 33

The board of directors (the "Board") of Douglas Elliman Inc., a Delaware corporation (the "Company" or "Douglas Elliman") is soliciting the proxy accompanying this proxy statement for use at the annual meeting of stockholders to be held virtually via the Internet on Wednesday, June 25, 2025, at 10:00 a.m., eastern time, and at any postponement or adjournment. The Company's principal executive offices are located at 4400 Biscayne Boulevard, 10th Floor, Miami, Florida 33137, and its telephone number is (305) 579-8000.

We have determined that the annual meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. You may attend the annual meeting, submit questions and vote your shares electronically during the meeting via live webcast at https://web.lumiconnect.com/236285623 by entering the 11-digit control number printed on your proxy card or Notice of Internet Availability of Proxy materials you previously received and the meeting password, douglas2025. You will need the 11-digit control number printed on your proxy card to participate in the annual meeting. If you are a "beneficial owner," also known as a "street name" holder, please see "Registering to Attend the Virtual Annual Meeting as a Beneficial Owner." You may access the meeting platform from 9:00 a.m. eastern time on the date of the annual meeting. We recommend that you log in at least 15 minutes before the annual meeting to ensure you are logged in when the meeting starts. If you encounter any technical difficulties during the log in or meeting time, please visit https://go.lumiglobal.com/faq for technical support.

Whether or not you expect to attend the virtual meeting, please sign and return the enclosed proxy as soon as possible in the enclosed postage pre-paid envelope.

Every holder of record of Common Stock of the Company at the close of business on April 30, 2025 is entitled to notice of the meeting and any adjournments or postponements and to cast at the virtual annual meeting or by proxy, one vote for each share of Common Stock held by such holder. At the record date, the Company had outstanding 88,737,838 shares of Common Stock.

To expedite delivery, reduce our costs and decrease the environmental impact of our proxy materials, we used "Notice and Access" in accordance with a rule of the Securities and Exchange Commission ("SEC") that permits us to provide proxy materials to our stockholders over the Internet. On or before May 16, 2025, we will send a Notice of Internet Availability of Proxy Materials (a "Notice") to certain of our stockholders containing instructions on how to access our proxy materials online. Our Notice of Annual Meeting of Stockholders, Proxy Statement, form of Electronic Proxy Card and Annual Report on Form 10-K are available for viewing online at https://http://www.astproxyportal.com/ast/24986. If you receive a Notice, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. The Notice also instructs you on how you may submit your proxy via the Internet. If you received a Notice and would like to receive a copy of your proxy materials, follow the instructions contained in the Notice to request a copy electronically or in paper form on a one-time or ongoing basis. Stockholders who do not receive the Notice will continue to receive either a paper or electronic copy of our Proxy Statement and 2024 Annual Report to stockholders which will be sent on or before May 16, 2025.

Any stockholder who has given a proxy has the power to revoke the proxy prior to its exercise. A proxy can be revoked by an instrument of revocation delivered at, or prior to the annual meeting, to J. Bryant Kirkland III, the secretary of the Company, by a duly executed proxy bearing a date or time later than the date or time of the proxy being revoked, or at the annual meeting if the stockholder is present and elects to vote in person. Mere attendance at the annual meeting will not serve to revoke a proxy. A stockholder whose shares

Disclaimer

Douglas Elliman Inc. published this content on May 01, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 01, 2025 at 21:02 UTC.