UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2023
Commission File Number: 001-40442
THE REAL BROKERAGE INC.
(Registrant)
133 Richmond Street West, Suite 302
Toronto, Ontario M5H 2L3 Canada
(Address of Principal Executive Offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
THE REAL BROKERAGE INC. |
|
|
|
(Registrant) |
|
|
|
|
|
|
Date June 9, 2023 |
By |
/s/ Tamir Poleg |
|
|
|
Tamir Poleg |
|
|
|
Chief Executive Officer |
EXHIBIT INDEX
|
Exhibit |
Description of Exhibit |
|
|
|
THE REAL BROKERAGE INC.
Report of Voting Results
Annual Meeting of Shareholders held on
June 9, 2023
Report of Voting Results
In accordance with section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, this report briefly describes the matters voted upon and the outcome of the votes at the annual meeting of shareholders (the "Meeting") of The Real Brokerage Inc. (the "Company") held on June 9, 2023. Shareholders holding an aggregate of 114,943,357 common shares (63.84% of the outstanding common shares as of the record date for the Meeting) were present or represented by proxy at the Meeting. Each of the matters set out below is described in greater detail in the Company's Management Information Circular dated April 26, 2023 (the "Circular"), which is available on SEDAR at www.sedar.com.
Matters Voted Upon at the Meeting
Number of Directors
At the Meeting, the shareholders passed a motion that the number of board of directors of the Company be set at six (6) directors to hold office until the next annual meeting of shareholders.
|
Votes For |
% of Voted |
Votes Against |
% of Voted |
|
102,231,067 |
100.00 |
1,416 |
0.00 |
Election of Directors
At the Meeting, management of the Company presented to the shareholders its nominees for directors. The election of directors was conducted by ballot. Each of the six nominees in the Circular were elected to serve until the next annual meeting of shareholders of the Company or until the director's successor is elected or appointed, unless such office is earlier vacated in accordance with the articles of the Company. The percentage of votes cast "for" or "withheld" from the vote are set forth below opposite the name of each elected director based on proxies and votes received at the Meeting. The following individuals were elected as directors until the next annual general meeting of the Corporation or until their successors are elected or appointed.
| Director Nominee | Votes For | % of Voted | Votes Withheld | % of Voted |
| Tamir Poleg | 102,215,849 | 99.98% | 16,634 | 0.02% |
| Vikki Bartholomae | 101,890,733 | 99.67% | 341,750 | 0.33% |
| Guy Gamzu | 102,100,607 | 99.87% | 131,876 | 0.13% |
| Larry Klane | 102,224,395 | 99.99% | 8,088 | 0.01% |
| Atul Malhotra, Jr. | 102,201,850 | 99.97% | 30,633 | 0.03% |
| Laurence Rose | 102,078,895 | 99.85% | 153,588 | 0.15% |
Re-appointment of Auditors
At the Meeting, the shareholders re-appointed Brightman Almagor Zohar & Co., Certified Public Accountants (a firm in the Deloitte Global Network) as the Company's auditors and authorized the directors to fix the auditors' remuneration. The percentage of votes cast "for" or "withheld" from the vote are set forth below based on proxies and votes received at the Meeting.
|
Outcome |
Votes For |
% of Voted |
Votes Withheld |
% of Voted |
|
Approved |
114,936,330 |
99.99% |
7,027 |
0.01% |
Amended and Restated Omnibus Incentive Plan
At the Meeting, the shareholders approved and adopted the Company's Amended and Restated Omnibus Incentive Plan (the "Plan"). The particulars of the Plan are set out in the Circular. The percentage of votes cast "for" or "against" from the vote are set forth below based on proxies and votes received at the Meeting.
|
Outcome |
Votes For |
% of Voted |
Votes Against |
% of Voted |
|
Approved |
101,874,849 |
99.65% |
357,634 |
0.35% |
Amended and Restated Omnibus Incentive Plan Grants
At the Meeting, the shareholders approved and ratified the grant of 5,725,000 stock options and 15,143,801 restricted share units pursuant to the Plan. The particulars of the grants are set out in the Circular. The percentage of votes cast "for" or "against" from the vote are set forth below based on proxies and votes received at the Meeting.
|
Outcome |
Votes For |
% of Voted |
Votes Against |
% of Voted |
|
Approved |
101,856,690 |
99.63% |
375,793 |
0.37% |