Douglas Elliman (DOUG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for August 21, 2024, to be held virtually; record date is June 28, 2024.

• Key proposals: election of three Class III directors, ratification of Deloitte & Touche LLP as auditor, advisory say-on-pay vote, and a shareholder proposal to declassify the board.

• All holders of record as of the record date are entitled to vote; one vote per share.

• Proxy materials distributed via Notice and Access to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class III directors for terms expiring at the 2027 annual meeting.

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for 2024.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Shareholder proposal to declassify the board, opposed by the board, which supports maintaining staggered terms for stability and long-term focus.

Board of directors and corporate governance

• Board consists of seven members divided into three classes with staggered three-year terms.

• Recent changes: two new directors appointed in July 2024 following an investment by Kennedy Lewis; two directors resigned.

• Board committees: audit, compensation and human capital, and corporate responsibility and nominating; all committee members are independent.

• Board diversity includes racial diversity and a mix of industry, financial, and technology expertise.

• Corporate governance documents, codes, and policies are available on the company website.