8-K
Marcus & Millichap, Inc. (MMI)
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): November 2, 2021
MARCUS & MILLICHAP, INC.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 001-36155 | 35-2478370 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>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<br> <br>Symbol(s) | Name of each exchange<br> <br>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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
|---|
On November 2, 2021, the Company appointed Collete English Dixon as a Class II member of its Board of Directors (the “Board”) and a member of the Nominating & Corporate Governance Committee.
There are no arrangements or understandings between Ms. English Dixon and any other person pursuant to which she was appointed to serve on the Board. There are no family relationships between Ms. English Dixon and any other director or executive officer of the Company, and there have been no transactions between Ms. English Dixon and the Company in the last fiscal year, and none are currently proposed, that would require disclosure under Item 404(a) of Regulation S-K.
Ms. English Dixon will receive the standard compensation available to the Company’s current non-employee directors, which is discussed in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 19, 2021, but on a pro-rated basis until the next Annual Meeting of Stockholders. She will also receive a restricted stock grant of 831 shares, which will vest on the date of the next Annual Meeting of Stockholders in May 2022. The Company will enter into its standard form of director indemnification agreement with Ms. English Dixon, which agreement is filed as Exhibit 10.7 to the Company’s registration statement on Form S-1 filed on September 23, 2013.
A copy of the press release announcing the appointment of Ms. English Dixon is attached hereto as Exhibit 99.1. The information in the press release will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br>Number | Exhibit Title or Description |
|---|---|
| 99.1 | Press release issued by the Company entitled “Marcus & Millichap, Inc. Expands Board of Directors - Appoints Collete English Dixon to Board of Directors” dated November 4, 2021. |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document |
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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.
| MARCUS & MILLICHAP, INC. | ||
|---|---|---|
| Date: November 4, 2021 | By: | /s/ Steven F. DeGennaro |
| Steven F. DeGennaro<br> <br>Chief Financial Officer |
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EX-99.1
Exhibit 99.1
MARCUS & MILLICHAP, INC. EXPANDS BOARD OF DIRECTORS
Appoints Collete English Dixon to Board of Directors
CALABASAS, Calif., November 4, 2021 — (BUSINESS WIRE) — Marcus & Millichap, Inc. (the “Company”, “Marcus & Millichap”, “MMI”) (NYSE: MMI), a leading national brokerage firm specializing in commercial real estate investment sales, financing, research and advisory services, today announced that it has expanded the Board of Directors with the election of Ms. Collete English Dixon, effective November 2, 2021. She will also serve as a member of the Board’s Nominating & Corporate Governance Committee.
George Marcus, Marcus & Millichap’s Chairman stated, “We are pleased to welcome Collete to the Board of Directors. She brings extensive commercial real estate industry experience and perspective having served in executive positions with impressive private and public companies. Her knowledge and expertise will be a beneficial resource to the Company as we continue our efforts to grow and enhance the services we provide to our clients.”
Collete currently serves as Executive Director of the Marshall Bennett Institute of Real Estate, Roosevelt University in Chicago. She previously held various key officer and management roles at PGIM Real Estate/Prudential Real Estate Investors (PREI), which is a business unit of Prudential Financial. In her role as Executive Director/Vice President of transactions from 1996 to 2016, as co-leader of PREI’s national investment dispositions program, she managed a number of real estate professionals and oversaw the sale of investment properties throughout the US. Prior to her role in dispositions, Collete was responsible for sourcing wholly owned and joint venture real estate investment opportunities covering all property types, including office, rental and for-sale multi-family, hotel, industrial and retail properties. Her experience also includes property development and asset management*.*
In addition to her corporate roles, Collete is a member of various private real estate boards and has served as President of CREW Network, Chair of the CREW Network Foundation, and President of CREW Chicago.
About Marcus & Millichap, Inc.
Marcus & Millichap, Inc. is a leading national brokerage firm specializing in commercial real estate investment sales, financing, research and advisory services. As of December 31, 2020, the Company had 2,097 investment sales and financing professionals in 84 offices who provide investment brokerage and financing services to sellers and buyers of commercial real estate. The Company also offers market research, consulting and advisory services to clients. Marcus & Millichap closed 8,954 transactions in 2020, with a sales volume of approximately $43.4 billion. For additional information, please visit www.MarcusMillichap.com.
Media Contact:
Gina Relva, VP of Public Relations
Gina.Relva@MarcusMillichap.com
510-999-1284