With a shareholder vote just days away during the company’s annual meeting on whether to reincorporate from Delaware to Texas, eXp World Holdings filed additional proxy materials with the Securities and Exchange Commission (SEC) early this week, making a pointed argument that its planned departure from its corporate home has nothing to do with the litigation swirling around the company.
The supplemental filing—SEC Form DEF 14A was filed April 21, ahead of the April 24 annual stockholder meeting—states that the redomestication proposal “is the product of a Special Committee of independent directors” backed by three outside law firms, and that the process “began more than a year ago and reflects a deliberate strategic review rather than a reaction to litigation.”
The shareholder lawsuit the company appears to be distancing itself from was filed in Delaware Chancery Court in September 2024 by two public pension funds, the Los Angeles City Retirement System and the Building Trades Pension Fund of Western Pennsylvania.
As per our previous reporting, the 85-page complaint accused eXp and leadership of orchestrating a cover-up to protect top-producing agents accused of drugging and sexually assaulting women at company events.
In early January, a judge in Delaware refused to dismiss the shareholder lawsuit. In late February, eXp Founder and CEO Glenn Sanford announced the company would reincorporate in Texas, in the company’s own preliminary proxy statement.
New York State Comptroller Thomas DiNapoli called the timing of the reincorporation announcement “highly suspect,” arguing it appears designed to shield leadership from accountability and urged shareholders to vote against the Texas reincorporation at the company’s annual meeting this Friday.
Tuesday’s supplemental filing disclosed that a special committee “deliberately constituted to exclude all directors named as defendants in the pending derivative litigation, ensuring the redomestication was assessed independently of any personal interest.”
The filing also said the corporate laws of Delaware and Texas are “materially equivalent with respect to substantive governance and litigation rights,” and that Texas offers “greater predictability for a high-growth, agent-driven business.”
