Marcus & Millichap (MMI) investors back directors, auditor and pay

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What did Marcus & Millichap (MMI) stockholders approve at the 2026 Annual Meeting?

Which directors were elected at Marcus & Millichap’s 2026 Annual Meeting?

How did Marcus & Millichap (MMI) stockholders vote on the 2026 auditor ratification?

Was executive compensation approved by Marcus & Millichap stockholders in 2026?

Did Marcus & Millichap’s existing directors remain on the Board after the 2026 meeting?

How many broker non-votes occurred on Marcus & Millichap’s 2026 proposals?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Marcus & Millichap, Inc. held its 2026 Annual Meeting of Stockholders on April 30, 2026. Stockholders elected Norma J. Lawrence and Hessam Nadji as directors for three-year terms ending with the 2029 Annual Meeting, with each nominee receiving over 32.1 million votes in favor.

Stockholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2026, with 34,751,572 votes for and 156,559 against. In an advisory vote, stockholders approved executive compensation, with 32,885,983 votes for and 54,757 against.

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Votes for Norma J. Lawrence: 32,149,983 votes Votes for Hessam Nadji: 32,751,470 votes Auditor ratification support: 34,751,572 votes for +4 more

7 metrics

Votes for Norma J. Lawrence 32,149,983 votes Director election at 2026 Annual Meeting

Votes for Hessam Nadji 32,751,470 votes Director election at 2026 Annual Meeting

Auditor ratification support 34,751,572 votes for Ernst & Young LLP as 2026 auditor

Auditor ratification against 156,559 votes against Ernst & Young LLP as 2026 auditor

Executive compensation support 32,885,983 votes for Advisory say-on-pay vote

Executive compensation against 54,757 votes against Advisory say-on-pay vote

Broker non-votes on say-on-pay 1,969,034 votes Executive compensation advisory vote

broker non-votes, independent registered public accounting firm, advisory vote, emerging growth company, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 32,885,983 | | 54,757 | | 652 | | 1,969,034"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Ratification of Appointment of Independent Registered Public Accounting Firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote financial

"Proposal 3: Advisory Vote to Approve Executive Compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

emerging growth company regulatory

"Emerging growth company On April 30, 2026, Marcus & Millichap, Inc."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

Understanding 8-K Material Events →

05/01/2026 - 04:47 PM

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): April 30, 2026

MARCUS & MILLICHAP, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware

001-36155

35-2478370

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

23975 Park Sorrento, Suite 400

Calabasas, California 91302

(Address of Principal Executive Offices including Zip Code)

(818) 212-2250

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if changed since last report)

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

Common Stock, par value $0.0001 per share

MMI

New York Stock Exchange (NYSE)

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 a Vote of Security Holders.

On April 30, 2026, Marcus & Millichap, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”), and its stockholders cast their votes as follows:

Proposal 1: Election of Directors

The following individuals were elected to serve as directors for a three-year term ending with the 2029 Annual Meeting by the votes shown below:


	For	Withheld	Broker Non-Votes
Norma J. Lawrence	32,149,983	791,409	1,969,034
Hessam Nadji	32,751,470	189,922	1,969,034

In addition, the incumbent members of our Board of Directors, Collete English Dixon, Lauralee E. Martin, Nicholas F. McClanahan, George M. Marcus, George T. Shaheen, and Don C. Watters, will continue to serve as our directors following the Annual Meeting.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm for 2026

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026 was ratified by the votes shown below:


For	Against	Abstain	Broker Non-Votes(1)
34,751,572	156,559	2,295	0

(1) Pursuant to the rules of the New York Stock Exchange, Proposal 2 constituted a routine matter. Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners.

Proposal 3: Advisory Vote to Approve Executive Compensation

The non-binding resolution regarding the compensation paid to the Company’s named executive officers was approved by the votes shown below:


For	Against	Abstain	Broker Non-Votes
32,885,983	54,757	652	1,969,034

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Stockholders elected two directors, ratified Ernst & Young LLP as 2026 auditor, and approved executive compensation on an advisory basis. Each proposal received strong support, with over 32 million votes for the director nominees and executive pay, and over 34.7 million for the auditor.

Norma J. Lawrence and Hessam Nadji were elected to three-year terms ending with the 2029 Annual Meeting. Lawrence received 32,149,983 votes for, while Nadji received 32,751,470 votes for, with additional withheld votes and broker non-votes recorded for each nominee.

Stockholders ratified Ernst & Young LLP as the independent registered public accounting firm for 2026, with 34,751,572 votes for, 156,559 against, and 2,295 abstentions. There were no broker non-votes because the New York Stock Exchange treated this as a routine matter, allowing broker discretion.

Yes. In a non-binding advisory vote, stockholders approved compensation for the named executive officers, with 32,885,983 votes for, 54,757 against, and 652 abstentions. There were also 1,969,034 broker non-votes recorded on this say-on-pay proposal at the 2026 Annual Meeting.

Yes. In addition to electing two directors, the company stated that incumbent directors Collete English Dixon, Lauralee E. Martin, Nicholas F. McClanahan, George M. Marcus, George T. Shaheen, and Don C. Watters will continue serving on the Board following the 2026 Annual Meeting of Stockholders.

Broker non-votes totaled 1,969,034 for the director elections and the executive compensation advisory vote. For the auditor ratification, there were zero broker non-votes because the New York Stock Exchange classified that proposal as routine, allowing brokers to vote without specific client instructions.

MARCUS & MILLICHAP, INC.

Date: May 1, 2026

/s/ Steven F. DeGennaro

Steven F. DeGennaro

Chief Financial Officer

3 documents