The New York State Common Retirement Fund is urging investors to vote against a measure to reincorporate eXp World Holdings Inc., the cloud-based real estate brokerage, from Delaware to Texas and against all company directors in the wake of a troubling court ruling, New York State Comptroller Thomas P. DiNapoli, trustee of the Fund, announced today.

The company proposed the move just weeks after a Delaware judge ruled that a lawsuit be allowed to proceed against certain company officers and directors, including its founder and CEO Glenn Sanford, for allegedly concealing a pervasive “rape culture” at the company. Texas law limits shareholders’ rights 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.”

The precedent-setting ruling by the Delaware Court of Chancery found that the failure of eXp’s management and board of directors to respond to workplace sexual misconduct is the basis for breach of fiduciary duty claims. According to the ruling, for many years top eXp agents “allegedly drugged and raped [other] agents at company-sponsored events.” The court noted that the lawsuit filed by shareholders alleged that some of eXp’s leaders benefited financially from retaining the perpetrators and actively covered up their conduct,” while others “failed to respond in good faith to red flags notifying them of the company’s rape culture.”

In 2024, DiNapoli wrote eXp to express concern about legal and reputational risks and to request an independent investigation into the company’s actions related to the sexual harassment and assault allegations. A response from eXp stated that “an independent review of the facts and allegations is already underway.” However, the company did not follow-up and it is unclear whether such an independent review was ever conducted.

In recent years, the Fund has filed multiple shareholder proposals seeking reports on efforts to prevent harassment and discrimination against employees and steps taken to improve workforce management with portfolio companies including Activision Blizzard Inc., Tesla Inc., Starbucks Corp., Uber, and Wells Fargo & Co., the last of which received support from a majority (55%) of shareholders. In 2019 the Fund announced a landmark $41 million settlement to hold Steve Wynn and Wynn Resorts’ officers and directors accountable after filing a lawsuit claiming they failed to protect the company and employees from former CEO Steve Wynn’s alleged sexual misconduct.

In addition to voting against the move from Delaware to Texas, the Fund is urging investors to vote against all six eXp director nominees, including the CEO and board chair and directors who were named in the Delaware lawsuit, for failure to provide independent oversight and accountability.

Shareholders will vote on the proposal and directors at the company’s annual general meeting on April 24, 2026.

The New York State Common Retirement Fund is one of the largest public pension funds in the United States and has consistently been ranked as one of the best managed and best funded plans in the nation.