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2026-09-16
2026-09-16
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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.
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, 2026 | 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 2026
Annual Meeting of Stockholders]
