What changed in this filing

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Item 9A. Controls and Procedures

2023-02-28 compared with 2022-02-25 · 70 added, 68 removed, 123 unchanged (53% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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, 2021.

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.

3 unchanged sentences

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 2021 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting, except as follows.

On April 1, 2022, we replaced our Intacct cloud-based resource planning (“ERP”) system to a hosted, cloud-based Oracle ERP system (“Oracle”).

The change to the new Oracle ERP is reasonably likely to have a material effect on the Company’s internal control over financial reporting.

In connection with the Oracle implementation, we performed pre-implementation planning, design and testing of internal controls that became effective in the second quarter of 2022.

We continue to conduct post-implementation monitoring and process modifications throughout the year in order to maintain effective internal control over financial reporting.

There were no other material changes other than the above-mentioned new Oracle ERP implementation in our internal control over financial reporting that occurred during the year ended December 31, 2022 that have materially affected, or are reasonably believed to be likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, 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, 2021, of the Company and our report dated February 25, 2022, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, 2022, of the Company and our report dated February 28, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

21 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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.

We have adopted a written Code of Business Conduct and Ethics that applies to all directors, officers and employees, including our principal executive officers and senior financial officers.

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.

1 unchanged sentence

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;

● Accounting Matters – Report of Audit Committee;

● Certain Relationships and Related Transaction.

EXECUTIVE COMPENSATION

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 2021 Executive Compensation on an Advisory Basis;

● Corporate Governance – Compensation Committee;

The other information required by this Item will be included in the Company’s definitive proxy statement to be filed with the SEC within 120 days after December 31, 2022, in connection with the solicitation of proxies for the Company’s 2023 annual meeting of shareholders (the “2023 Proxy Statement”) and is incorporated herein by reference.

EXECUTIVE COMPENSATION

● Director Compensation.

The information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

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

1 unchanged sentence

The following table summarizes certain information regarding our equity compensation plan as of December 31, 2022:

Plan Category

Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights

Weighted-average

exercise price of

outstanding options,

warrants and rights

Number of securities

1 unchanged sentence

future issuance under

Number of securities to

Weighted-average

equity compensation

be issued upon exercise

exercise price of

plans (excluding

of outstanding options,

outstanding options,

securities reflected in

warrants and rights

Plan Category

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

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.

Other information required by this item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS and DIRECTOR INDEPENDENCE

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.

The information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

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 2022;

● Corporate Governance – Audit Committee;

● Accounting Matters – Principal Independent Auditor Fees.

The information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

6 unchanged sentences

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)

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)

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

Restated Certificate of Incorporation, effective February 21, 2023

Restated Bylaws, effective January 13, 2022

Description of Securities

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 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, 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)

Annual Report on Form 10-K dated March 12, 2020

Code of Ethics

2015 Equity Incentive Plan of eXp World Holdings, Inc.

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

First Amendment to 2015 Equity Incentive Plan of eXp World Holdings, Inc.

(incorporated by reference to Company’s Definitive Information Statement on Schedule 14C filed on October 6, 2017)

Second Amendment to 2015 Equity Incentive Plan of eXp World Holdings, Inc.

(incorporated by reference to Company’s Definitive Information Statement on Schedule 14C filed on November 15, 2019)

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 (incorporated by reference from the Company’s Annual Report on Form 10-K filed on March 11, 2021)

Third Amendment to eXp World Holdings, Inc.

Stock Repurchase Program (incorporated by reference from the Company’s Current Report on Form 8-K filed on May 4, 2022)

Issuer Repurchase Plan, dated January 10, 2022, by and between eXp World Holdings, Inc.

and Stephens Inc.

(“Stock Repurchase Plan”) (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 4, 2022)

First Amendment to eXp World Holdings, Inc.

Stock Repurchase Plan (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 4, 2022)

Second Amendment to eXp World Holdings, Inc.

Stock Repurchase Plan (incorporated by reference from the Exhibit 10.5 to Company’s Current Report on Form 8-K filed on September 29, 2022)

Third Amendment to eXp World Holdings, Inc.

Stock Repurchase Plan (incorporated by reference from Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on December 27, 2022)

Form of Independent Contractor Agreement

Form of Policies & Procedures (incorporated by reference into the U.S.

Form of Independent Contractor Agreement)

Form of 2015 Agent Equity Program Participation Election Form

Annual Report on Form 10-K dated February 25, 2022

Subsidiaries of the Registrant

Consent of Independent Registered Public Accounting Firm

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

Certification of the Chief Financial Officer 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

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

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

Certification of the Chief Executive Officer pursuant to 18 U.S.C.

2 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (embedded within the inline XBRL document)

Form 10-K Summary

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/s/ JAMES BRAMBLE

General Counsel and Corporate Secretary

Chief Legal Counsel and Corporate Secretary

February 28, 2023

James Bramble

/s/ JASON GESING

/s/ DAN CAHIR

February 28, 2023

2 unchanged sentences

Eugene Frederick

/s/ RANDALL MILES

/s/ JASON GESING

February 28, 2023

Randall Miles

/s/ DARREN JACKLIN

1 unchanged sentence

Darren Jacklin

/s/ FELICIA GENTRY

/s/ RANDALL MILES

February 28, 2023

Felicia Gentry

/s/ DAN CAHIR

Randall Miles

/s/ PEGGIE PELOSI

February 28, 2023

Peggie Pelosi

/s/ MONICA WEAKLEY

February 28, 2023

Monica Weakley

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