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8-KAccepted Sep 16, 4:00 PM ET

Newmark Group Re-elects Directors, Ratifies EY at 2026 Annual Meeting

NMRKNEWMARK GROUP, INC.

Accepted (ET)

4:00 PM

Sep 16, 2026

Filed

Sep 16, 2026

Documents

11

Size

208.2 KB

Summary

Newmark Group Re-elects Directors, Ratifies EY at 2026 Annual Meeting

Updated

What Happened
Newmark Group, Inc. (NMRK) held its 2026 Annual Meeting on September 16, 2026 and filed an 8-K reporting the voting results. Five director nominees were elected to the Board (Kyle S. Lutnick; Stephen M. Merkel; Virginia S. Bauer; Kenneth A. McIntyre; Jay Itkowitz). Stockholders also ratified Ernst & Young LLP as the independent auditor for fiscal 2026, approved the company’s executive compensation on an advisory basis, and chose an annual advisory vote frequency on executive compensation. Class A common stock carried one vote per share and Class B carried ten votes per share; the two classes voted together as a single class.

Key Details

  • Director vote totals (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
  • Auditor ratification (Proposal 2): For 340,111,929; Against 790,901; Abstain 63,764 — Ernst & Young LLP ratified for fiscal year ending Dec. 31, 2026.
  • Advisory vote on executive compensation (Proposal 3): For 267,425,823; Against 48,159,238; Abstain 727,528; Broker Non-Votes 24,654,005 — approved on an advisory basis.
  • Advisory vote on frequency (Proposal 4): 1 year received 310,297,467 votes (company will hold annual advisory say-on-pay votes going forward).

Why It Matters
These outcomes signal continuity in Newmark’s governance: the incumbent slate of directors remains in place and the company retained Ernst & Young as auditor, which matters for oversight and financial reporting continuity. The advisory approval of executive compensation and the stockholder preference for annual say-on-pay votes reflect investor support of current pay practices and governance processes; both votes are advisory (non-binding), but the company has committed to holding annual advisory votes until the next frequency vote. For investors, these results are governance signals rather than direct financial changes, but they can influence management oversight and shareholder relations.

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