8-K

Newmark Group, Inc.

Date: October 10, 2023

/s/ Howard W. Lutnick

Howard W. Lutnick

Chairman of the Board

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 5, 2023

Newmark Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-38329

81-4467492

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

125 Park Avenue, New York, NY 10017

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 372-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

On which registered

Class A Common Stock, $0.01 par value

NMRK

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.

Submission of Matters to Vote of Security Holders.

The 2023 annual meeting of stockholders (the “Annual Meeting”) of Newmark Partners, Inc. (the “Company”) was held on October 5, 2023. The following matters were voted on at the Annual Meeting:

(1)

The election of four 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, 2023; 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 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
Howard W. Lutnick	274,010,468	31,750,280	29,357,112
Virginia S. Bauer	256,210,293	49,550,455	29,357,112
Kenneth A. McIntyre	271,531,135	34,229,613	29,357,112
Jay Itkowitz	284,527,455	21,233,293	29,357,112

The four nominees were elected to the Board of Directors 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
331,450,498	3,530,866	136,496

Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

Proposal 3 – Approval, on an advisory basis, of executive compensation

For

Against

Abstain

Broker Non-

Votes

254,315,663

49,083,585

2,361,500

29,357,112

Stockholders approved, on an advisory basis, the Company’s executive compensation.