Newmark Group (NASDAQ:NMRK) held its 2025 Annual Meeting of Stockholders in a virtual format, with Corporate Secretary Caroline Koster presiding over the formal portion of the meeting and announcing preliminary voting results on three agenda items.
Meeting proceedings and attendance
Koster opened the meeting by noting that the polls were available through the company’s web portal for stockholders who had not yet voted or wished to change their vote. She also outlined procedures for submitting questions through the portal after the formal meeting concluded, while emphasizing that the company was recording the meeting and that attendees were not permitted to use audio recording devices.
As part of the formal recordkeeping, Koster said she received an affidavit from Broadridge Financial Solutions attesting to the mailing of the notice of internet availability of proxy materials on November 17, 2025, to holders of record as of November 10, 2025, which served as the record date. She also stated that Equiniti Trust Company provided lists certifying stockholders of record for the company’s Class A and Class B common stock as of the record date.
Quorum and inspector of elections
Koster appointed Peter Descovich, a corporate representative of Broadridge Financial Solutions, to act as the Inspector of Elections. She directed that the affidavit, oath, certificate of quorum, notice, and other documents be filed with the meeting minutes and company records.
After announcing that the online polls were closed, Koster reported that the Inspector of Elections advised that a quorum was present. According to the report, shares represented in person or by proxy included:
- At least 132,154,996 shares of Class A common stock present out of 159,448,532 outstanding, with one vote per share.
- 21,285,533 shares of Class B common stock present, representing all Class B shares outstanding as of the record date, with 10 votes per share.
Koster said this represented adequate voting power to conduct business at the meeting.
Director elections
The first item of business was the election of directors. The board nominated Kyle S. Lutnick, Stephen M. Merkel, Virginia S. Bauer, Kenneth A. McIntyre, and Jay Itzkowitz for terms expiring at the 2026 Annual Meeting of Stockholders, and recommended that stockholders vote in favor of each nominee.
Koster reported preliminary results indicating that stockholders represented at the meeting cast at least 256,240,476 votes for each nominee. She said the vote totals met the requirement of at least a plurality of the voting power of shares present in person or by proxy and entitled to vote. All nominees were elected.
Auditor ratification and advisory vote on executive compensation
The second proposal was the ratification of Ernst & Young as Newmark’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Koster stated that the board and audit committee recommended a vote in favor, and she reported that stockholders cast at least 344,576,329 votes in favor. She said the vote represented at least a majority of the total voting power of shares voted by stockholders entitled to vote.
The third proposal was an advisory vote on executive compensation for the company’s named executive officers, as disclosed in the company’s proxy statement, including the compensation discussion and analysis, compensation tables, and narratives. Koster said the board and compensation committee recommended stockholders vote in favor. Preliminary results showed at least 245,525,288 votes in favor, which Koster said constituted at least a majority of the voting power of shares voted by stockholders entitled to vote.
Koster noted that final vote tabulations for these matters would be disclosed in a Form 8-K filing with the Securities and Exchange Commission.
Stockholder questions and forward-looking statement notice
Following adjournment of the formal business, the company opened a question-and-answer period. Koster delivered a forward-looking statement disclaimer, stating that responses could include forward-looking statements and that actual results could differ due to risks and uncertainties, referencing the company’s SEC filings for risk factors and other disclosures. She also said any outlook and targets discussed would assume no material acquisitions, buybacks, extraordinary transactions, or meaningful changes to the company’s stock price, and that references to financial results in responses would be on an adjusted earnings basis unless otherwise stated, with potential references to adjusted EBITDA.
Sean French was asked to read submitted questions from the web portal, but he reported there were no questions at that time. The meeting then concluded.
About Newmark Group (NASDAQ:NMRK)
Newmark Group, Inc is a publicly traded commercial real estate advisory firm headquartered in New York City. The company provides a comprehensive suite of services to real estate investors, occupiers and developers, including leasing advisory, property management, capital markets placement, loan servicing, valuation and advisory services. Newmark’s platform integrates local market expertise with national reach to support clients across diverse property types such as office, industrial, retail, multifamily and specialty assets.
Operating across two principal segments—global corporate services and capital markets & property-level services—Newmark delivers tailored solutions encompassing tenant representation, landlord leasing, investment sales, debt and equity financing, and appraisal services.
