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  4. [8-K] NEWMARK GROUP, INC. Reports Material Event

Newmark holders elect 5 directors, back pay plan

Newmark Group stockholders elected all director nominees, ratified Ernst & Young LLP, approved executive pay on an advisory basis, and chose annual say‑on‑pay votes.

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Newmark Group, Inc. (NMRK) reported the results of its 2026 annual meeting of stockholders held on September 16, 2026. Stockholders elected five directors (Kyle S. Lutnick, Stephen M. Merkel, Virginia S. Bauer, Kenneth A. McIntyre, and Jay Itkowitz), with votes in favor ranging from 258,091,205 to 294,301,902, and broker non-votes of 24,654,005 for each nominee.

Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 340,111,929 votes for, 790,901 against, and 63,764 abstentions. They approved, on an advisory basis, executive compensation (say-on-pay) with 267,425,823 votes for and 48,159,238 against, and approved holding future advisory votes on executive compensation every year, with 310,297,467 votes for the one-year frequency. The company decided to continue annual advisory votes on executive compensation consistent with this outcome.

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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 highest-supported director (Jay Itkowitz) 294,301,902 votes Election of directors at 2026 annual meeting
Votes for lowest-supported director (Virginia S. Bauer) 258,091,205 votes Election of directors at 2026 annual meeting
Broker non-votes on director elections 24,654,005 votes Each director election proposal
Auditor ratification votes for 340,111,929 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Say-on-pay votes for 267,425,823 votes Advisory approval of executive compensation
Say-on-pay votes against 48,159,238 votes Advisory approval of executive compensation
Votes for one-year say-on-pay frequency 310,297,467 votes Advisory vote on frequency of executive compensation votes
broker non-votes financial
"and withheld votes, abstentions and broker non-votes with respect to each matter"
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
"the Company’s independent registered public accounting firm for the fiscal year"
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 basis financial
"The approval, on an advisory basis, of executive compensation"
Class B common stock financial
"holders of the Company’s Class B common stock were entitled to 10 votes"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
frequency of future advisory votes on executive compensation financial
"the frequency of future advisory votes on executive compensation"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Newmark Group, Inc. (NMRK) stockholders approve at the 2026 annual meeting?
Stockholders elected five directors, ratified Ernst & Young LLP as auditor for 2026, approved executive compensation on an advisory basis, and approved holding future advisory votes on executive compensation every year.

How did NMRK stockholders vote on director elections at the 2026 annual meeting?
Five directors were elected. Votes for ranged from 258,091,205 (Virginia S. Bauer) to 294,301,902 (Jay Itkowitz), with withheld votes between 22,010,687 and 58,221,384, and 24,654,005 broker non-votes for each nominee.

What were the auditor ratification voting results for NMRK in 2026?
Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 340,111,929 votes for, 790,901 against, and 63,764 abstentions.

How did NMRK stockholders vote on executive compensation (say-on-pay) in 2026?
Executive compensation was approved on an advisory basis with 267,425,823 votes for, 48,159,238 votes against, and 727,528 abstentions, plus 24,654,005 broker non-votes.

What frequency of say-on-pay votes did NMRK stockholders choose in 2026?
Stockholders approved holding advisory votes on executive compensation every year, with 310,297,467 votes for one year, 80,454 for two years, 5,649,797 for three years, 284,871 abstentions, and 24,654,005 broker non-votes.

How are voting rights structured between NMRK Class A and Class B common stock?
Holders of Class A common stock are entitled to one vote per share, and holders of Class B common stock are entitled to 10 votes per share. The two classes voted together as a single class on all matters at the 2026 annual meeting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001690680 0001690680 2026-09-16 2026-09-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): September 16, 2026

 

 

 

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 2026 annual meeting of stockholders (“the Annual Meeting”) of Newmark Group, Inc. (the “Company”) was held on September 16, 2026. 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, 2026;
   
(3)The approval, on an advisory basis, of executive compensation; and
  
(4)The approval, on an advisory basis, of the frequency of future advisory votes on 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  290,324,707  25,987,882  24,654,005
Stephen M. Merkel  290,426,055  25,886,534  24,654,005
Virginia S. Bauer  258,091,205  58,221,384  24,654,005
Kenneth A. McIntyre  271,119,071  45,193,518  24,654,005
Jay Itkowitz  294,301,902  22,010,687  24,654,005

 

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
340,111,929  790,901  63,764

 

Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

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

 

For  Against  Abstain  Broker
Non-Votes
267,425,823  48,159,238  727,528  24,654,005

 

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

 

Proposal 4 - Approval of an advisory vote on the frequency of future advisory votes on executive compensation

 

1 Year  2 Years  3 Years  Abstain  Broker Non-Votes
310,297,467  80,454  5,649,797  284,871  24,654,005

 

Stockholders approved, on an advisory basis, every year as the frequency with which stockholders are provided an advisory vote on executive compensation. Based on the recommendations of the Company’s Board of Directors and its Compensation Committee to hold advisory votes on executive compensation every year and the vote of the stockholders on this matter, the Company has decided that an advisory vote on executive compensation will be held every year until the next advisory vote on the frequency of future stockholder advisory votes on 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: September 16, 2026By: /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 2026

Annual Meeting of Stockholders]

 

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Source: View Original Filing on SEC EDGAR

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