Douglas Elliman (DOUG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 25, 2025, to be held virtually; record date is April 30, 2025.

• Key items for shareholder vote: election of two Class I directors, ratification of Deloitte & Touche LLP as auditor, and advisory say-on-pay vote.

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

• 88,737,838 shares of Common Stock outstanding as of the record date.

Voting matters and shareholder proposals

• Shareholders to elect two Class I directors (Lampen and White) for terms expiring in 2028.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

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

• Board recommends voting FOR all proposals.

• Stockholder proposal to declassify the Board was approved by a majority of votes cast in 2024, but the Board maintains a classified structure.

Board of directors and corporate governance

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

• Recent changes: new Chairman (Chene), new CEO (Liebowitz), and new lead independent director (Zeitchick) appointed in 2024.

• All directors attended at least 75% of meetings in 2024; 15 board meetings and 11 executive sessions held.

• Board committees: audit, compensation and human capital, and corporate responsibility and nominating.

• Board and committees meet NYSE independence standards; diversity in board composition.

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