Anywhere Real Estate (HOUS) Proxy Filing summary

Executive summary

• Navigated a challenging 2024 real estate market, achieving $5.7B in revenue and $290M Operating EBITDA, up 14% year-over-year, with $125M in cost savings exceeding targets.

• Launched Reimagine25, a multi-year transformation focused on digitization, AI adoption, and operational streamlining to drive growth and efficiency.

• Expanded luxury market leadership and added nearly 70 new franchisees, positioning for further industry consolidation and M&A opportunities.

• Maintained strong culture and talent focus, with high external recognition for innovation, ethics, and workplace quality.

Voting matters and shareholder proposals

• Election of thirteen directors for a one-year term.

• Advisory vote on executive compensation and on the frequency of such votes (Board recommends annual).

• Approval of the Third Amended and Restated 2018 Long-Term Incentive Plan to increase share reserve by 6M shares.

• Amendment to eliminate the supermajority vote requirement for director removal.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

Board of directors and corporate governance

• Board is 92% independent, with an Independent Chairman and annual director elections.

• Board committees include Audit, Compensation and Talent Management, Nominating & Corporate Governance, and Product & Technology, all chaired by independent directors.

• Board size and composition reviewed annually, with a focus on diversity, skills, and experience aligned to strategy.

• Annual board and committee evaluations drive substantive governance improvements.

• Stockholder engagement is robust, with direct outreach to major investors and proxy advisors.