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Item 9A. Controls and Procedures

2021-03-11 compared with 2020-03-12 · 100 added, 449 removed, 112 unchanged (83% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2019 pursuant to Rule 13a‑15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The term “disclosure controls and procedures”

means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2019, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of material weaknesses in our internal control over financial reporting, our disclosure controls and procedures were not effective as of December 31, 2019.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a‑15(e) and 15d-15(e) under the Exchange Act).

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2019.

In making its evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control –

Integrated Framework (2013).

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2019 due to the material weaknesses described below.

Additionally, the material weaknesses did not result in any restatements of our consolidated financial statements or disclosures for any prior period.

The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by Deloitte and Touche LLP, an independent registered public accounting firm, as stated in its report, which is included below.

Notwithstanding the material weaknesses, management has concluded that the Consolidated Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows of the Company for the periods presented in conformity with U.S.

Material Weaknesses

General Information Technology Controls (GITCs) - We identified a material weakness related to GITCs in certain areas related to user access and program change-management over information technology (IT) systems utilized by the Company.

Some of our business process controls (automated and manual) are dependent on the affected GITCs they too were deemed ineffective because they could have been adversely impacted.

The Company’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2020.

The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Based on the evaluation, the Company’s management has concluded that our disclosure controls and procedures are effective as of December 31, 2020 to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S.

generally accepted accounting principles.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a- 15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting, except as follows.

Material Weakness Remediation

As previously reported, management identified that the Company had a material weakness in its internal control over financial reporting as of December 31, 2019, related to its general information technology controls (“GITC”) in certain areas related to user access and program change-management over information technology (“IT”) systems utilized by the Company.

Since some of our business process controls (automated and manual) were dependent on the affected GITCs, they too were deemed ineffective because they could have been adversely impacted.

We believe that these control deficiencies were a result of:

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and a lack of access control considerations in the design of the systems that could impact internal control over financial reporting.

Information and Communication, Control Activities and Monitoring –

The Company also identified that it did not fully implement key components of the COSO framework, including control and monitoring activities relating to:

(i) providing oversight over the system of internal control, (ii) overseeing the nature and scope of monitoring activities and management's evaluation and remediation of deficiencies, (iii) using appropriate processes and technology to assign responsibility and segregate duties as necessary, (iv) maintaining quality through processing, and (v) attracting, developing, and retaining sufficient and competent personnel to support the achievement of internal control objectives.

The Company’s independent registered public accounting firm, Deloitte and Touche LLP has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 and expressed an adverse opinion, which appears below here in Item 9 of this Form 10-K.

Planned Remediation Actions:

Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively in addition to implementing new monitoring controls to help mitigate the risks associated with the ineffective GITCs.

The remediation actions include:

(i) establishing an internal audit team to support the Company’s entire control environment and its ongoing internal controls development and monitoring;

Management determined that the deficiencies, evaluated in the aggregate, could have potentially resulted in a material misstatement of the consolidated financial statements in a future annual or interim period that would not be prevented or detected.

Therefore, the deficiencies constituted material weaknesses in internal control.

In response to these deficiencies, management implemented measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively.

The remediation actions included:

(i) establishing an internal audit team to support the Company’s entire control environment and its ongoing internal controls development and monitoring;

(ii) creating and filling an IT compliance oversight function;

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(v) developing enhanced controls and reviews related to changes in IT systems;

(vi) performing an in-depth analysis of who should have access to perform key functions within the system that impact financial reporting and redesigning aspects of the system to better allow the access rights to be implemented;

and (vii) adding additional manual controls to monitor information and data produced by the system to help mitigate the risks associated with ineffective GITCs.

We believe that these actions will remediate the material weaknesses.

The weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Material Weaknesses Previously Identified

We previously reported material weaknesses in our Annual Report on Form 10-K for the year ended December 31, 2018 and Quarterly Reports on Form 10-Q for the quarters during the subsequent period through September 30, 2019.

The control activity material weakness previously reported was that we did not have effective business processes and controls as well as resources with adequate training and support to conduct an effective review of manual reconciliations including the complex data feeds into the reconciliations of high-volume transactions.

To address the previously disclosed material weakness described above, we re-designed the transaction settlement process and controls related to the processing of our high-volume of transactions.

We also hired additional personnel to review the transactions and managers to provide oversight and provided additional training to personnel involved with these business processes and the related control activities.

Lastly, we implemented a new monitoring control to help ensure the impact of any adjustments to recorded transactions are reflected in the financial statements.

While we have made progress on the remediation of the control activity material weakness, such control activity has some dependency on GITCs and therefore has not been fully remediated as of December 31, 2019.

and (vi) performing an in-depth analysis of who should have access to perform key functions within the system that impact financial reporting and redesigning aspects of the system to better allow the access rights to be implemented.

As a result of these efforts, the Company determined that the material weaknesses were remediated, and our internal control over financial reporting was effective as of December 31, 2020.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Our management, including our Chief Executive Officer and Chief Financial

Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020.

In making its evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013).

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2020.

Our independent auditor, Deloitte and Touche LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting, which is included below.

Inherent Limitations on Effectiveness of Controls

Our management, including the Principal Executive Officer, the Principal Financial Officer, and the Principal Accounting Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Projections of any evaluation of controls effectiveness to future periods are subject to risks.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have audited the internal control over financial reporting of eXp World Holdings, Inc.

and subsidiaries (the “Company”) as of December 31, 2019, based on criteria established in Internal Control —

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control —

Integrated Framework (2013) issued by COSO.

and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2020, of the Company and our report dated March 11, 2021, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

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Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in Management’s Report on Internal Control Over Financial Reporting:

General Information Technology Controls (GITCs):

The Company did not have effective controls designed to assess logical access and program change-management over information technology (IT) systems.

As a result of these deficiencies, the related process-level manual and automated application controls that rely on information from the affected IT systems were also ineffective.

Information and Communication, Control Activities and Monitoring:

The Company also identified that it did not fully implement key components of the COSO framework, including information and communication, control and monitoring activities relating to:

(i) providing oversight over the system of internal control, (ii) overseeing the nature and scope of monitoring activities and management’s evaluation and remediation of deficiencies, (iii) using appropriate processes and technology to assign responsibility and segregate duties as necessary, (iv) maintaining quality through processing and (v) attracting, developing, and retaining sufficient and competent personnel to support the achievement of internal control objectives.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2019, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

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March 11, 2021

Changes in Internal Control Over Financial Reporting

Other than the efforts noted above to remediate the previously reported material weaknesses, there have been no changes in our internal control over financial reporting during the period covered by this annual report on Form 10-K that has materially affected or, are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Internal Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal controls will prevent or detect all errors and all fraud.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following individuals serve as directors and executive officers of our company.

All directors of our company hold office until the next annual meeting of our stockholders or until their successors have been elected and qualified.

The executive officers of our company are appointed by our board of directors and hold office until their resignation or removal from office.

Date First Elected

Glenn Sanford

Chairman, Chief Executive Officer,

Treasurer, Secretary, and Director

March 12, 2013

Chief Executive Officer, eXp Realty, and Director

September 27, 2014

Jeff Whiteside

Chief Financial Officer

November 1, 2018

Eugene Frederick

April 7, 2016

Randall Miles

July 20, 2016

Darren Jacklin

August 9, 2017

November 29, 2018

Business Experience

The following is a brief description of the business experience and education of each director and executive officer during at least the past five years, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Glenn Sanford has served as our Chief Executive Officer and Director since March 12, 2013.

Since 2002, Mr.

Sanford has been actively involved in the online real estate space.

In early 2007, Mr.

Sanford launched eXp Realty, LLC and

grew the Company to three offices and into two states.

After the decline in the real estate market in 2008, Mr.

Sanford and his executive team rewrote the entire business model to reduce costs and provide consumers with more information and access than ever before.

In October 2009, eXp Realty International, Inc.

was launched as the first truly cloud-based national real estate brokerage which meant giving up the traditional brick and mortar environment and moving to a fully-immersive 3D virtual office environment where agents, brokers and staff collaborate across borders while learning and transacting business from anywhere in the world.

Since that time eXp World Holdings Inc.

has quickly grown throughout the United States and Canada.

Prior to joining the Company Mr.

Sanford ran a large mega-agent team and consulted to Keller Williams International as a member of the Agent Technology Council in the areas of online client acquisition, client conversion and technology.

Sanford was also a significant contributor to Keller Williams Internet Lead Generation Masterminds.

Prior to real estate, Mr.

Sanford was active at the executive level with a number of technology-related companies.

Sanford founded and served as President for eShippers.com, an online e-commerce and logistics company.

We believe Mr.

Sanford is qualified to serve on our board of directors because of his business and management experience.

Jason Gesing joined the Company in March 2010 and was appointed Chief Business Development Officer in September 2012, a position he held until June 2014.

From June 2014 through September 2016, Mr.

Gesing served as the Corporation’s President.

And from September 2016 through August 2018, Mr.

Gesing served as Chief Executive Officer of our Real Estate Brokerage Division.

Gesing currently serves as Chief Executive Officer of eXp Realty.

With over a decade of experience in real estate in various capacities, Mr.

Gesing holds broker’s license in Massachusetts.

Gesing has been practicing law at Gesing Law Offices, LLP since 2009, and was an attorney with Murphy, Hesse, Toomey & Lehane, LLP in Boston, MA from 2002 to 2010.

In his capacity as a lawyer, he obtained a broad base of experience in corporate, municipal, real estate, compliance, health care, construction, litigation, and administrative law, and advising clients on day to day issues and managing crises.

He has acted in a variety of roles and undertaken a variety of matters including:

corporate counsel;

municipal counsel;

hospital counsel;

leasing, licensing and contract negotiation;

governance and compliance;

appearances before administrative hearing officers and state judges;

defense of management in unfair labor practice charges;

collective bargaining;

internal investigations;

and, owner representative in construction matters.

Gesing obtained a Bachelor of Arts (Magna Cum Laude) in 1996 from Syracuse University, and a Juris Doctor in 2002 from Boston College Law School.

He is licensed to practice law in Massachusetts and New Hampshire.

We believe Mr.

Gesing is qualified to serve on our board of directors because of his business and legal experience.

Jeff Whiteside joined the Company as its Chief Financial Officer and Chief Collaboration Officer on November 1, 2018.

Whiteside has more than 30 years of experience in global finance and operational leadership including executive positions at General Electric, Pitney Bowes, and RM Sotheby’s Auctions.

Additionally, Mr.

Whiteside held the positions of Chief Financial Officer and Chief Operating Officer at three software and technology companies.

Whiteside has extensive international experience from living and working in Asia, Australia, Europe, and Canada.

Recently, Mr.

Whiteside founded and served as the Auction Director at Saratoga Auto Museum from November 2016 through October 2018, Chief Operating Officer of Saratoga Juice Bar, LLC from January 2015 through November 2016, Chief Operating Officer and Chief Financial Officer at RM Sotheby’s Auctions in 2014 and 2015, and Vice President and Group Financial Officer at Pitney Bowes from 2008 through 2013.

Whiteside works closely with eXp World Holdings, Inc.

CEO, Glenn Sanford and leads finance, business development, new ventures, international markets and investor relations.

Whiteside is a graduate of Rensselaer Polytechnic, obtaining both his B.S.

(with an emphasis in Managerial Economics) and M.B.A.

Eugene Frederick has served as a director of the Company since April 2016 and joined the Company as an agent in April 2015.

For over a decade prior to joining the Company, Mr.

Frederick served in various management capacities at Keller Williams Realty.

Frederick spent much of this time recruiting other top-producing real estate agents in the states of Virginia and Texas.

Prior to joining the Keller Williams management team in the mid-nineties, Mr.

Frederick was one of the top-producing real estate agents in the State of Texas beginning in the late eighties.

Earlier in his career, in the mid-eighties, Mr.

Frederick served as Controller for Texas Instruments before leaving the corporate world for real estate.

The Board believes that Mr.

Frederick is qualified to serve on our board of directors because of his extensive experience in residential real estate and his leadership ability, particularly in managing growth.

Randall Miles has served as an independent director of the Company since July 2016 and was appointed Vice-Chairman on January 20, 2018.

For over 25 years Mr.

Miles has held senior leadership positions in global financial services, financial technology and investment banking companies.

His extensive investment banking background at bulge bracket, regional and boutique firms advising financial services companies on strategic and financial needs has crossed many disciplines.

Miles transactional and advisory experience is complemented by leadership of public and private equity backed financial technology, specialty finance and software companies that have included Chairman and CEO at LIONMTS where he was nominated for the Ernst & Young Entrepreneur of the Year award, CEO at Syngence Corporation, COO of AtlasBanc Holdings Corp.

and CEO of Advantage Funding / NAFCO Holdings which grew to in excess of $1 billion.

Miles was Managing Partner at SCM Capital Group, a global strategic and financial advisory firm, where he served beginning in 2000 through January 2013.

Subsequently, he served as a Managing Director at Riparian Partners, a division of Oppenheimer & Co., Inc.

Since June 2014, Mr.

Miles has served as Senior Managing Director, Head of FIG and COO, Investment Banking at Cantor Fitzgerald & Co.

Miles has held senior leadership roles at Oppenheimer& Co., D.A.

Davidson and & Co., The First Boston Corporation (Credit Suisse) Meridian Capital and Greenwich Capital Markets.

Miles has broad public, private and nonprofit board experience and has been active for many years in leadership roles with the Make-A-Wish Foundation.

He presently serves on the boards of Kuity, Corp.

and Posiba, Inc.

as Vice Chairman and Chairman respectively.

Miles holds a BBA from the University of Washington and holds FINRA licenses Series 7, 24, 63 and 79.

The Board believes that Mr.

Miles is well qualified to serve on the Company’s board of directors because of his extensive background in investment banking and financial services.

Darren Jacklin has served as an independent director of the Company since May 22, 2014.

For over 24 years, Darren Jacklin has traveled four continents and over 48 countries mentoring entrepreneurs and business owners on specific and measurable strategies that they can consistently use to increase their income, transform their obstacles into cash flow and turn their passion into profits.

His uncanny ability to increase wealth and success by uncovering hidden assets, overlooked opportunities and undervalued possibilities has captured the attention of Tiger 21, The Wall Street Journal, Yahoo Finance, NBC TV, CBS TV, Global TV international radio stations, magazines and newspapers, movie producers, best-selling authors, CEO’s and business experts worldwide.

Darren Jacklin currently sits on paid international boards of directors of public companies and advisory boards.

Darren has personally trained over 150 Fortune 500 companies such as Microsoft, AT&T, Black & Decker, Barclays Bank, as well as high school, college, university students and professional athletes and has connected with people in more than 126 countries.

We believe Mr.

Jacklin is qualified to serve on our board of directors because of his business experience and venture capital background.

Susan (Suzy) Truax brings to the Board 15 years of experience in the real estate industry.

Since March 2017, she has served as the Chief Executive Officer and Founder of The Smart Move Realty Group, a brokerage powered by eXp Realty.

From April 2016 to March 2017, Ms.

Truax served as Chief Executive Officer of Keller Williams Realty in San Carlos, California, and from November 2015 to May 2016, she served as Productivity Coach and a real estate professional with Keller Williams Realty in San Francisco, California.

From September 2014 to November 2015, Ms.

Truax served as a real estate professional with Alain Pinel Realtors in the San Francisco Bay Area.

From May 2013 to September 2014, she served as a Realtor with Berkshire Hathaway and Fox & Roach Realtors in Blue Bell, Pennsylvania and Cape May County, New Jersey.

Previously, from February 2011 to December 2012, she served as Vice President and Realtor with Coldwell Banker Realty Corp.

Truax is a licensed Realtor in the San Francisco Bay Area, Greater Philadelphia, South New Jersey and Florida.

The Board believes that Ms.

Truax is well qualified to serve on our Board because of her experience as both a realtor and having management roles in various brokerages across the United States, in addition to her role on eXp’s Agent Advisory Council.

Dan Cahir was appointed as an independent director of the Company on November 29, 2018.

Cahir has more than 10 years of experience managing public and private equity investments across a variety of industries.

Currently, Mr.

Cahir serves as the Chief Executive Officer and Chief Investment Officer of Sapling Capital, LLC, positions he has held since June 2018.

From June 2013 to June 2018, Mr.

Cahir served as a portfolio manager at Long Light Capital, managing a public equity portfolio and evaluating venture capital and private equity investments and allocations to external fund managers.

From September 2011 to April 2013, Mr.

Cahir was a member of the investment team at Ziff Brothers Investments, a private investment firm.

From August 2007 to September 2009, Mr.

Cahir was a member of the investment team at Madrone Capital Partners where he led the analysis on venture capital, private equity and public equity investments.

Cahir began his career in September 2005 with Bain & Co., where he advised Fortune 500 and private equity clients on M&A, growth and efficiency initiatives until June 2007.

Cahir completed his studies and earned his Bachelor of Arts Degree in Economics in 2005, graduating with the summa cum laude distinction from Claremont McKenna College and completed his studies and earned a Master of Business Administration from Harvard Business School in 2011.

The Board believes that Mr.

Cahir is qualified to serve on our board of directors because of his extensive experience in managing equity portfolios and well as advising Fortune 500 clients on M&A, growth and cost-cutting strategies.

Family Relationships

There are no family relationships between our directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors or executive officers has been involved in any of the following events during the past ten years:

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) any federal or state securities or commodities law or regulation;

or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order;

or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Code of Ethics

On September 20, 2018, the Company adopted a code of business conduct and ethics which is available on our website at www.expworldholdings.com.

Security Holder Nominating Procedures

We do not have any formal procedures by which our stockholders may recommend nominees to our board of directors.

Committees of the Board of Directors

As of the date of this report, our directors served on the committees of the Board indicated in the following table:

Compensation Committee

Audit Committee

Glenn Sanford

Randall Miles

Darren Jacklin

Audit Committee

Our audit committee consists of three independent members:

Randall Miles, Chairman and financial expert;

Darren Jacklin and Dan Cahir.

The purpose of the Audit Committee to assist the board of directors in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control, the audit process, and the Company's process for monitoring compliance with laws and regulations including overseeing the integrity of the Company’s financial statements;

the independent auditor’s qualifications and independence;

the performance of the Company’s independent auditor and internal audit function;

the Company’s systems of disclosure controls and procedures;

and the Company’s compliance with ethical standards adopted by the Company

Compensation Committee

Our Compensation Committee is appointed by the Board of Directors and is responsible to the Board for carrying out their duties, namely, determining and approving the Executive Compensation Packages.

The purpose of the Compensation Committee includes overseeing our compensation policies, plans, and benefit programs, reviewing and

approving for our executive officers:

annual base salary, annual incentive bonus, including the specific goals and amount, equity compensation, employment agreements, severance arrangements, and any other benefits, compensation, or arrangements, and administering our equity compensation plans.

Corporate Governance Committee

Our Corporate Governance Committee is appointed by the Board of Directors.

The purpose of the Corporate Governance Committee includes overseeing and evaluating the Board’s performance and the Company’s compliance with corporate governance regulations, guidelines and principles and selecting, or recommending to our Board of Directors for selection, individuals to stand for election as directors.

We have adopted a written Code of Business Conduct and Ethics that applies to all directors, officers and employees, including a separate code that applies to only our principal executive officers and senior financial officers in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder.

Our Code of Business Conduct and Ethics is available in the corporate governance subsection of the investor relations section of our website, www.expworldholdings.com, and is available in print upon written request to the Corporate Secretary, eXp World Holdings, Inc., 2219 Rimland Drive, Suite 301, Bellingham, WA 98226.

In the event that we make changes in, or provide waivers from, the provisions of the Code of Business Conduct and Ethics that the SEC requires us to disclose, we will disclose these events in the corporate governance section of our website.

Information contained on our website is not incorporated by reference into this report.

The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference:

● Matters to be Voted on – Proposal 1:

Election of Directors;

● Corporate Governance;

● Executive Officers;

● Section 16(a) Beneficial Ownership Reporting Compliance;

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who owned more than 10% of the Company’s common stock (collectively, “Reporting Persons”) to file reports of ownership and changes in ownership of common stock and other securities of the Company on Forms 3, 4 and 5 with the SEC.

Reporting Persons were required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they filed.

Based solely on review of reports received by the Company or written representations from the Reporting Persons, the Company believes that with respect to the fiscal year ended December 31, 2019, all Reporting Persons complied with all applicable Section 16(a) filings.

● Accounting Matters – Report of Audit Committee;

● Certain Relationships and Related Transaction.

EXECUTIVE COMPENSATION

The particulars of the compensation paid to our principal executive and principal financial officers;

our president;

and certain other officers, all of whom will collectively refer to as the “named executive officers”

of our company are set out in the following summary compensation table:

SUMMARY COMPENSATION TABLE

Pension Value

Name and Principal

Incentive Plan

Compensation (3)

Glenn Sanford

Chief Executive Officer and Chairman of the Board

Jason Gesing,

Chief Executive Officer, eXp Realty

Jeff Whiteside,

Chief Financial Officer

Amounts in this column represent stock awards issued to the individuals noted, with the fair value determined at the date of grant in accordance with U.S.

GAAP based on the closing price of our common stock on the applicable grant date.

See Note 12, Stockholders’

Equity, above for the assumptions used in determining the grant date fair value of stock awards.

Director compensation as part of stock awards for Jason Gesing amounted to $89,813 in 2018.

Amounts in this column represent option awards issued to the individuals noted, based on the fair value determined at the date of grant in accordance with U.S.

See Note 12, Stockholders’

Equity, above for the assumptions used in determining the grant date fair value of option awards.

The value of privileges and other personal benefits, perquisites and property for the officers that do not exceed the lesser of $10,000 or 10% of the total of the annual salary and bonus and is not reported herein.

Consists of revenue sharing earned and officer revenue.

The dollar amount shown represents the aggregate grant date fair value of common stock options granted, determined in accordance with US GAAP, but not what was fully vested as of December 31, 2019.

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

Our directors and executive officers may receive stock options and stock grants at the discretion of our board of directors.

We do not have any bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options or stock grants may be granted at the discretion of our board of directors.

Sanford and Mr.

Gesing are participants in the Company’s revenue share plan and would continue to receive those benefits similar to all other agents and brokers of eXp Realty on a long-term basis.

Any revenue share paid to officers and directors would discontinue at the point they are no longer in an executive position with the Company, however revenue share based on their position would continue as would be consistent with the revenue share plan.

Resignation, Retirement, Other Termination, or Change in Control Arrangements

The Company does not have any agreements or plans in place for the named executive officers that would provide additional compensation in connection with a resignation, retirement or other termination or a change in control.

Outstanding Equity Awards at Fiscal Year End

Option awards

Equity incentive

shares, units

or other rights

unexercisable

Glenn Sanford, Chief Executive Officer and Chairman of the Board

Jeff Whiteside , Chief Financial Officer

Jason Gesing, CEO eXp Realty

10/1/2022-11/6/2029

Represents range of exercise price and expiration dates for all of Mr.

Gesing’s stock options.

Options were granted on different dates throughout his tenure.

Represents total number of stock grants awarded but not year vested to Mr.

Gesing and range of share price at grant date of each different stock grant award.

Compensation of Directors

Sanford is also our Chief Executive Officer (see Executive Compensation table for services acting as Officers).

For the year ended December 31, 2019, Mr.

Jacklin’s compensation was $200,000 and continues to be issued common stock having a value of $2,000 each month.

For the year ended December 31, 2019, Mr.

Frederick received $2,000 each month for directorship activities, which was paid in common stock.

The number of shares of common stock to be issued is determined by the closing price of the last trading day of the month.

For the year ended December 31, 2019, Ms.

Truax’s compensation was $25,000, and stock options valued at $25,000 were granted to Ms.

Frederick does not receive director fees;

however, both Mr.

Frederick and Ms.

Truax received revenue sharing.

Frederick received $4,227,130 and $24,045 in revenue sharing and stock awards, respectively, and Ms.

Truax received $41,956 and $33,448 in revenue sharing and commissions, respectively.

For the year ended December 31, 2019, Mr.

Cahir’s compensation was $200,000.

The annual compensation for Mr.

Miles was increased to $200,000 in August 2019.

Directors are reimbursed for reasonable out-of-pocket expenses incurred in the performance of duties as a Board member.

The following table sets forth certain information regarding the compensation earned by or awarded to each non-employee director during fiscal year 2019 who served on our Board during the fiscal year 2019:

Fees Earned or

Option Awards (1)

Stock Awards (2)

Richard Miller (5)

Randall Miles (3)

Darren Jacklin

Dan Cahir (4)

Susan Truax (6)

Eugene Frederick

The dollar amounts shown represent the aggregate grant date fair value of stock options granted, determined in accordance with U.S.

GAAP, but not what has fully vested as of December 31, 2019.

The dollar amounts shown represent the grant date fair value of stock awards granted, with the fair valued determined at the date of grant in accordance with US GAAP, based on the closing price of our common stock on the applicable grant date.

As of December 31, 2019, Mr.

Miles has 955,661 unexercised option awards, which includes 350,000 options under a contract between Mr.

Miles and Ms.

As of December 31, 2019, Mr.

Cahir has 100,000 unexercised option awards.

Miller was a member of the Company’s Board of Directors until June 5, 2019.

As of December 31, 2019, Ms.

Truax has 17,540 unexercised option awards.

In 2016, we agreed to compensate Mr.

Miles the award of stock options to purchase 1,350,000 shares of the Company’s common stock at an exercise price equal to the fair market value on the grant date, with such shares vesting over a three-year period in equal monthly installments, in addition to his annual compensation and reimbursement of expenses reasonably incurred.

The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference:

● Matters to be Voted on – Proposal 3:

Approval of 2020 Executive Compensation on an Advisory Basis;

● Corporate Governance – Compensation Committee;

● Executive Compensation;

● Director Compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Principal Stockholders and Management

The following table provides certain information regarding the ownership of our common stock, as of February 20, 2020 by each person known to us to own more than 5% of our outstanding common stock;

each of our executive officers;

each of our directors;

and all of our executive officers and directors as a group.

Amount and Nature of

Percentage of

Title of Class

Name and Address of Beneficial Owner

Beneficial Ownership (1)

More than 5% stockholders:

Penny Sanford 2219 Rimland Drive, Suite 301 Bellingham, WA 98226

Directors and named executive officers:

Glenn Sanford 2219 Rimland Drive, Suite 301 Bellingham, WA 98226

Jason Gesing 2219 Rimland Drive, Suite 301 Bellingham, WA 98226

Jeff Whiteside 2219 Rimland Drive, Suite 301 Bellingham, WA 98226

Eugene Frederick 2219 Rimland Drive, Suite 301 Bellingham, WA 98226

Randall Miles 2219 Rimland Drive, Suite 301 Bellingham, WA 98226

Darren Jacklin 2219 Rimland Drive, Suite 301 Bellingham, WA 98226

Susan Truax 2219 Rimland Drive, Suite 301 Bellingham, WA 98226

Dan Cahir 2219 Rimland Drive, Suite 301 Bellingham, WA 98226

All executive officers and directors as a group (8 persons)

Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Percentage of ownership is based on 65,619,860 shares of our common stock issued and outstanding as of February 20, 2020.

Common stock subject to options or warrants exercisable within 60 days of February 20, 2020 are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

Includes 20,849,146 shares of our common stock including stock options to acquire 1,617,000 shares of our common stock exercisable within 60 days of February 20, 2020.

Includes of 1,078,068 shares of our common stock and stock options to acquire 608,193 shares of our common stock exercisable within 60 days of February 20, 2020.

Includes 75 shares of our common stock and stock options to acquire 78,125 shares of our common stock only exercisable within 60 days of February 20, 2020.

Includes 1,001,602 shares of our common stock pledged as collateral.

Includes 13,961 shares of our common stock owned indirectly by Ms.

Consists of stock options to acquire shares of our common stock only exercisable within 60 days of February 20, 2020.

Includes 1,187 shares of our common stock and stock options to acquire 17,540 shares of our common stock exercisable within 60 days of February 20, 2020.

Consists of stock options to acquire shares of our common stock only exercisable within 60 days of February 20, 2020.

Securities Authorized for Issuance under Equity Compensation Plans

17 unchanged sentences

Equity compensation plans not approved by security holders

2013 Stock Option Plan

On September 27, 2013, we adopted a stock option plan.

The purpose of the stock option plan is to retain the services of valued key employees, directors, officers and consultants and to encourage such persons with an increased initiative to make contributions to our company.

Under the stock option plan, eligible employees, consultants and certain other persons who are not eligible employees, may receive awards of “non–qualified stock options”.

Individuals, who, at the time of the option grant, are employees of our company or any related company (as defined in the stock option plan) who are subject to tax in the United States may receive “incentive stock options,”

and non–U.S.

residents may receive awards of “non-qualified stock options”.

The number of shares of our common stock issuable under the plan is 10,000,000.

As of January 31, 2020, there were 4,090,666 shares of our common stock available for future issuance.

We do not expect to grant future option awards under the 2013 stock option plan.

2015 Equity Incentive Plan

On March 12, 2015, we adopted an equity incentive plan which was subsequently amended on August 28, 2017, October 29, 2017 and on October 24, 2019.

The purpose of the equity incentive plan is to retain the services of valued key employees, directors, officers and consultants and to encourage commitment and motivate excellent performance.

Our employees, consultants and directors are eligible to participate in the 2015 Equity Incentive Plan as determined by the Board.

The following equity awards may be granted under the equity incentive plan:

“incentive stock options”, “non-qualified stock options,”

shares of restricted stock, restricted stock units and other stock-based awards;

provided, that “incentive stock options”

may be granted only to employees.

The number of shares of our common stock issuable under the plan is 30,000,000 and under the 2019 amendment, the aggregate number of shares reserved for issuance under the Plan will automatically increase on December 1 of each year, commencing on December 1, 2019, and ending on (and

including) December 1, 2024, in an amount equal to the lesser of (a) three percent (3%) of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year, or (b) the number of shares of Common Stock repurchased by the Company pursuant to any issuer repurchase plan then in effect;

provided that the board of directors may act prior to December 1 of a given year to provide that there will be no share increase for such year or that the increase for such year will be a lesser number of shares than otherwise provided in clause (a) or (b) .

As of January 31, 2020, there were an aggregate of 21,920,830 shares of our common stock outstanding with 8,079,170 available for future issuances.

On November 14, 2017, we filed a registration statement on Form S‑8 to register the sale of 23,273,890 shares issuable under the 2013 Stock Option Plan and 2015 Equity Incentive Plan.

Changes in Control

We are unaware of any arrangement the operation of which may at a subsequent date result in a change of control of our company.

Other information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference:

● Beneficial Ownership of Common Stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

During the periods presented there have been no transactions with related persons.

Director Independence

Our bylaws provide that we have at least one director, and as of the date this report, our Board consisted of a total seven directors, consisting of Glenn Sanford, Jason Gesing, Eugene Frederick, Randall Miles, Darren Jacklin, Susan Truax and Dan Cahir.

Under NASDAQ Marketplace Rule 5605(a)(2), a director is not considered to be independent if he or she is also an executive officer or employee of the Company, or otherwise has any material relationship with the Company or its affiliates that would impair independence.

Using this definition of director independence, each of the following directors are considered independent;

Darren Jacklin, Randall Miles, and Dan Cahir.

The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference:

● Corporate Governance – Board of Directors Overview;

● Corporate Governance – Controlled Company

● Certain Relationships and Related-Person Transactions;

● Corporate Governance – Director Independence.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Principal Accounting Fees

The following table sets forth fees billed or accrued by our independent registered public accountants during the fiscal years ended December 31, 2019 and 2018:

Year Ended December 31,

Audit related fees

All other fees

Audit fees pertain to the audit of our annual Consolidated Financial Statements, including reviews of the interim financial statements contained in our Quarterly Reports on Form 10‑Q and services that are normally provided by an independent registered accountant in connection with statutory and regulatory filings or engagements.

Our current principal accountant Deloitte & Touche LLP was engaged to audit our consolidated financial statements for the year ended December 31, 2019.

BDO USA, LLP was engaged to audit our consolidated financial statements for the year ended December 31, 2018.

Audit-related fees consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements, which are not reported under “Audit Fees.”

Tax fees consist of fees billed for professional services for tax compliance, tax advice, and tax planning.

The principal accountant for the current year and for the most recently completed fiscal year is not expected to present at the stockholders’

meeting and, therefore, will not make a statement or be available to respond to questions.

All other fees consist of fees for products and services other than the services reported above.

There were no management consulting services provided in the fiscal years ended December 31, 2019 and 2018.

Pre-Approval Policies and Procedures

All services provided by our independent registered accountants were pre-approved by the Audit Committee.

The Audit Committee is presented, for approval, a description of the Audit-related, Tax and Other services expected to be performed by the independent registered accounts during the fiscal year.

The Audit Committee determined that all services provided by our independent registered accountants were compatible with maintaining their independence.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Merger Agreement dated August 15, 2013 with eXp Realty International, Inc.

and eXp Acquisition Corp.

(incorporated by reference on Form 8‑K, filed on August 20, 2013)

Amended and Restated Certificate of Incorporation (incorporated by reference from Appendix A to the Company’s Definitive Information Statement on Schedule 14C filed on October 9, 2018)

Amended and Restated Bylaws (incorporated by reference from Appendix B to the Company’

Definitive Information Statement on Schedule 14C filed on October 9, 2018)

The information required by this item will be contained under the following headings in the Proxy Statement and is incorporated herein by reference:

● Matters to be Voted on – Proposal 2:

Ratification of Appointment of Independent Auditor for 2021;

● Corporate Governance – Audit Committee;

● Accounting Matters – Principal Independent Auditor Fees.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1) Financial Statements

See Consolidated Financial Statements in Item 8

(a) (2) Financial Statements Schedule**

All other schedules have been omitted because they are inapplicable, not required or because the information is given in the Consolidated Financial Statements or notes thereto.

This supplemental schedule should be read in conjunction with the Consolidated Financial Statements and notes thereto included in this report.

Exhibit Number

Exhibit Description

Amended and Restated Certificate of Incorporation (incorporated by reference from Appendix A to the Company’s Definitive Information Statement on Schedule 14C filed on October 9, 2018)

Amended and Restated Bylaws (incorporated by reference from Appendix B to the Company’ Definitive Information Statement on Schedule 14C filed on October 9, 2018)

Certificate of Correction to the Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 24, 2020)

Description of Securities

Affiliate Stock Purchase Agreement (incorporated by reference from Form 8‑K, filed on March 18, 2013)

Stock Option Plan (incorporated by reference from Form 8‑K, filed on October 2, 2013)

eXp Realty International Corporation 2015 Equity Incentive Plan (incorporated by reference to the Company’s Definitive Information Statement on Schedule 14C filed on April 2, 2015)

First Amendment to eXp Realty International Corporation 2015 Equity Incentive Plan (incorporated by reference to Company’s Definitive Information Statement on Schedule 14C filed on October 6, 2017)

Second Amendment to eXp World Holdings, Inc 2015 Equity Incentive Plan (incorporated by reference to Company’s Definitive Information Statement on Schedule 14C filed on December 11, 2019)

eXp Realty International Corporation 2015 Agent Equity Program Enrollment Form (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8‑K filed on April 30, 2015)

Second Amendment to eXp World Holdings, Inc Stock Repurchase Program (incorporated by reference from Form 8-K filed on November 27, 2019)

eXp World Holdings, Inc Stock Repurchase Program (incorporated by reference from 8-K filed on December 31, 2018)

Code of Ethics

2013 Stock Option Plan (incorporated by reference from Exhibit 10.5 to the Company's Current Report on Form 8 ‑ K filed on October 2, 2013)

eXp Realty International Corporation 2015 Equity Incentive Plan (incorporated by reference to the Company’s Definitive Information Statement on Schedule 14C filed on April 2, 2015)

First Amendment to eXp Realty International Corporation 2015 Equity Incentive Plan (incorporated by reference to Company’s Definitive Information Statement on Schedule 14C filed on October 6, 2017)

Second Amendment to eXp World Holdings, Inc 2015 Equity Incentive Plan (incorporated by reference to Company’s Definitive Information Statement on Schedule 14C filed on November 15, 2019)

eXp Realty International Corporation 2015 Agent Equity Program Enrollment Form (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8 ‑ K filed on April 30, 2015)

eXp World Holdings, Inc Stock Repurchase Program (incorporated by reference from Exhibit 99.1 to the Company's Current Report on Form 8-K filed on December 27, 2018)

First Amendment to eXp World Holdings, Inc Stock Repurchase Program (incorporated by reference from the Company's Current Report on Form 8-K filed on November 27, 2019)

Second Amendment to eXp World Holdings, Inc Stock Repurchase Program, Board Resolution approved December 17, 2020

2020 Independent Contractor Agreement and Agent Equity Enrollment Form (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 5, 2020)

Code of Ethics (incorporated by reference from Exhibit 14.1 to the Company's Annual Report on Form 10-K filed on March 12, 2020)

Subsidiaries of the Registrant

Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)

Consent of Independent Registered Public Accounting Firm (BDO USA, LLP)

Certification of the Chief Executive pursuant to Rule 13a ‑ 14(a) or Rule 15d ‑ 14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

10 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Form 10-K Summary

20 unchanged sentences

(Principal Financial Officer)

/s/ ALAN GOLDMAN

Chief Accounting Officer

/s/ KENT CHENG

Global Controller

March 11, 2021

(Principal Accounting Officer)

/s/ JAMES BRAMBLE

General Counsel

General Counsel and Corporate Secretary

March 11, 2021

11 unchanged sentences

Darren Jacklin

/s/ SUSAN TRUAX

/s/ FELICIA GENTRY

March 11, 2021

Felicia Gentry

/s/ DAN CAHIR

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures