Newmark Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2025 annual meeting of stockholders (the “Annual Meeting”) of Newmark Group, Inc. (the “Company”) was held on December 30, 2025. The following matters were voted on at the Annual Meeting:
| (1) | The election of five directors to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified; |
| (2) | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| (3) | The approval, on an advisory basis, of executive compensation. |
For more information about the foregoing proposals, see the proxy statement for the Annual Meeting.
At the Annual Meeting, holders of the Company’s Class A common stock were entitled to one vote per share, and holders of the Company’s Class B common stock were entitled to 10 votes per share, and the two classes voted together as a single class on each of the matters submitted to a vote of stockholders. The aggregate number of Class A and Class B votes cast for and against and withheld votes, abstentions and broker non-votes with respect to each matter voted upon at the Annual Meeting are set forth below:
Proposal 1 - Election of directors
| Directors | For | Withheld | Broker Non- Votes | |||||||||
| Kyle S. Lutnick | 288,059,704 | 29,399,851 | 27,550,771 | |||||||||
| Stephen M. Merkel | 288,225,323 | 29,234,232 | 27,550,771 | |||||||||
| Virginia S. Bauer | 256,240,476 | 61,219,079 | 27,550,771 | |||||||||
| Kenneth A. McIntyre | 276,748,210 | 40,711,345 | 27,550,771 | |||||||||
| Jay Itkowitz | 302,382,116 | 15,077,439 | 27,550,771 | |||||||||
The five nominees were elected to the Board of Directors of the Company and will serve as directors until the Company’s next annual meeting and until their respective successors have been duly elected and qualified.
Proposal 2 – Ratification of appointment of independent registered public accounting firm
| For | Against | Abstain | ||||||||
| 344,576,329 | 373,011 | 60,986 | ||||||||
Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2025.
Proposal 3 – Approval, on an advisory basis, of executive compensation
| For | Against | Abstain | Broker Non- Votes | |||||||||||
| 245,525,288 | 71,333,000 | 601,267 | 27,550,771 | |||||||||||
Stockholders approved, on an advisory basis, the Company’s executive compensation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Newmark Group, Inc. | ||
| Date: December 30, 2025 | By: | /s/ Michael J. Rispoli |
| Name: | Michael J. Rispoli | |
| Title: | Chief Financial Officer | |
[Signature Page to Form 8-K regarding actions taken at the Company’s 2025
Annual Meeting of Stockholders]
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