UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 21, 2024
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware |
| (State or Other Jurisdiction of Incorporation) |
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| 001-41054 | | 87-2176850 |
| (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 4400 Biscayne Boulevard | Miami | Florida | | 33137 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(305) 579-8000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to 12(b) of the Act:
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| Title of each class: | Trading | Name of each exchange |
| Symbol(s) | on which registered: |
| Common stock, par value $0.01 per share | DOUG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers. |
Resignation of Chairman of the Board of Directors, Chief Executive Officer and President
On October 21, 2024, Howard M. Lorber notified the Board of Directors (the “Board”) of Douglas Elliman Inc. (the “Company”) of his resignation as Chairman of the Board and Chief Executive Officer and President of the Company, effective immediately.
Mr. Lorber’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Chief Executive Officer and Chairman of the Board of Directors
On October 22, 2024, the Board appointed Michael Liebowitz, an existing director of the Company, as the Company’s Chief Executive Officer (and principal executive officer) and Chairman of the Board, effective immediately, to fill the vacancies created by Mr. Lorber’s resignation. In connection with his appointment as Chief Executive Officer, Mr. Liebowitz resigned from the Board’s Audit Committee (as well as chairman of such committee), Compensation and Human Capital Committee (as well as chairman of such committee) and the Corporate Responsibility and Nominating Committee (collectively, the “Committees”). Notwithstanding Mr. Liebowitz’s resignation from the Committees, the Committees still each are comprised of three independent directors of the Company.
Prior to his appointment as the Company’s Chief Executive Officer and Chairman of the Board, Mr. Liebowitz served as a member of the Company’s Board since December 2021. Mr. Liebowitz is the Founder and Managing Principal of M2A Family Office, a private firm he established in 2018 to manage his business and philanthropic activities to make a positive impact in the lives of future generations. He is an entrepreneur, private investor and seasoned business executive with extensive experience founding, acquiring and monetizing businesses in the insurance and financial industries. In the past 25 years, Mr. Liebowitz has founded or acquired many companies, including (i) in 1995, Harbor Group Consulting LLC, an insurance and risk management consulting firm where he served as President and Chief Executive Officer from 1995, until its acquisition by Alliant Insurance Services, Inc. (“Alliant”) in 2018, (ii) in 1999, as a founding principal, National Financial Partners Corp. (NYSE: NFP), which was taken public in 2003 and was acquired by a controlled affiliate of Madison Dearborn Partners, LLC in 2013, and is now one of the largest insurance brokers in the world, (iii) in 2006, Innova Risk Management (“Innova”), a boutique real estate insurance firm and leading provider of property and casualty insurance in the co-op and condominium markets in the New York area, which he acquired in a joint venture with Douglas Elliman Real Estate, LLC until its sale in 2019, and (iv) in 2017, High Street Valuations, a firm that specializes in providing insurable value calculations for banks, capital market lenders, owners, and property management companies. He currently serves as President and Chief Executive of the Harbor Group Division of Alliant (and Managing Director and Executive Vice President of Alliant) and High Street Valuations; and is the principal shareholder of Open Acq LLC, a firm that provides consultancy and actuarial services to qualified pension plans. He also served as President and Chief Executive Officer of Harbor and Innova until 2018 and 2019, respectively, when they were acquired by Alliant. He served on the board of Nocopi Technologies Inc. (OTC Pink: NNUP) since October 2022 and chief executive officer and chairman of the board since August 2023, and on the board of LTS from January 2019 to February 2020. He also served on the board of The Hilb Group, a leading middle market insurance agency headquartered in Richmond, Virginia, from 2011 to 2013. Mr. Liebowitz has also acted as an advisor to many of the largest financial services companies around the globe on their complex insurance matters within their investment banking/M&A groups. He was special consultant to GMAC for the World Trade Center financing prior to and after 9/11 and its claims and litigation process and strategy and advised the U.S. Federal Reserve and Goldman Sachs in the depths of the financial crisis in the newly created TALF lending program. Mr. Liebowitz graduated from CW Post College-LI University with a B.S. in Finance.
There are no family relationships between Mr. Liebowitz and any director or executive officer of the Company, and Mr. Liebowitz does not have any other direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Liebowitz and any other persons pursuant to which he was selected as the Interim Chief Executive Officer.
In connection with his role as a director of the Company, Mr. Liebowitz and the Company previously entered into a standard director and officer indemnification agreement, a form of which was filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 8, 2024, as amended by Amendment No. 1 to the Company’s Annual Report on Form 10-K for year ended December 31, 2023 filed with the SEC on April 29, 2024.
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| Item 7.01. | Regulation FD Disclosure. |
On October 22, 2024, the Company issued a press release relating to the matters described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference in this Item 7.01. The information contained in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly incorporated by specific reference in such filing.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
Number | | Description |
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| | Press Release issued on October 22, 2024. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | DOUGLAS ELLIMAN INC. |
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| By: | /s/ J. Bryant Kirkland III |
| | | J. Bryant Kirkland III |
| | | Senior Vice President, Treasurer and Chief Financial Officer |
Date: October 22, 2024
