The New York State Common Retirement Fund is urging investors to vote against a proposal for eXp World Holdings Inc. to move its incorporation from Delaware to Texas, as well as against all company directors, according to an April 15 announcement by New York State Comptroller Thomas P. DiNapoli.
This action comes after a Delaware judge allowed a lawsuit to proceed against certain eXp officers and directors, including founder and CEO Glenn Sanford, over allegations of concealing a pervasive “rape culture” at the company. The proposed move would shift the company’s legal home to Texas, where laws limit shareholders’ ability to hold companies accountable.
“No one should be subjected to sexual violence in the workplace,” DiNapoli said. “When companies fail to address and stop abuse by those in power, they perpetuate harm and put shareholder value at risk. The timing of this abrupt move — from a state where an adverse ruling occurred in a case seeking to hold the company’s leadership responsible, to a state where they may be shielded from future accountability — is highly suspect and should raise concerns for all investors.”
A recent Delaware Court of Chancery decision found that failure by eXp management and its board of directors to respond properly to workplace sexual misconduct could form the basis for breach of fiduciary duty claims. The court noted that top agents allegedly drugged and raped other agents at company events, with some leaders accused of financially benefiting from retaining perpetrators or covering up their conduct while others failed “to respond in good faith” when notified about these issues.
In 2024, DiNapoli wrote eXp expressing concern about legal risks tied to these allegations and requested an independent investigation into how such cases were handled. While eXp responded that “an independent review of the facts and allegations is already underway,” there was no follow-up confirming whether this review took place.
The Fund has previously filed shareholder proposals related to harassment prevention with other portfolio companies such as Activision Blizzard Inc., Tesla Inc., Starbucks Corp., Uber Technologies Inc., and Wells Fargo & Co., with one proposal receiving majority support among shareholders at Wells Fargo. In 2019, it announced a $41 million settlement holding Steve Wynn and Wynn Resorts’ leadership accountable following similar misconduct claims.
Alongside opposing reincorporation in Texas, the Fund is asking investors not only not support but actively vote against all six current director nominees—including those named in the lawsuit—for failing on oversight responsibilities.
Shareholders are set to vote on these matters during eXp’s annual general meeting scheduled for April 24.
The New York State Common Retirement Fund remains one of America’s largest public pension funds.
