Annual General Meeting Transcript - NMRK 2026-09-16

Operator

Good morning, and welcome to Newmark Group, Inc.'s 2026 Annual Stockholders Meeting. At this time, I'd like to turn the call over to Stephen Merkle, the company's chairman of the board. Please go ahead, Mr. Merkle.

Stephen Merkel, Chairman

Thank you. Good morning, and welcome, everyone, to Newmark's 2026 Annual Stockholders Meeting. I'm Steve Merkle, and as the company's chairman of the board, on behalf of our entire board, our officers, and employees, I would like to thank you for attending our annual meeting of stockholders today. I would now like to introduce our Corporate Secretary, Caroline Koster.

Caroline Koster, Other

Thank you, Mr. Merkel. At this time, I would like to announce that the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies voted via telephone or Internet and do not want to change their vote, do not need to take any further action. Our current Newmark directors are Kyle S. Letnick, Stephen M. Merkel, Virginia S. Bauer, Kenneth A. McIntyre, and Jay Itzkowicz. Also with us are Barry Gossin, our Chief Executive Officer, Mike Rispoli, our Chief Financial Officer, Lou Alvarado, our Chief Operating Officer, Josh Davis, our General Counsel, Jason Magruder, Head of Investor Relations, and Raffi Garnigan, Assistant General Counsel, Corporate and Securities. Also on the call is Derek Dostal, who is with our outside counsel, Davis Boak and Wardwell. We also have present Jerry Gruner, Megan Cunningham, and James Rotan from Ernst & Young, our independent auditors. We'd like to open the meeting with official business. I will be serving as secretary of this meeting. After the formal meeting has been adjourned, we will provide time for general questions. Validated stockholders may ask questions in the question field on the web portal. Please make sure to type your name and, if applicable, your company name along with your question. We will attempt to answer as many questions as time allows, but only relevant questions will be addressed. Please note that while this meeting is being recorded by the company and an audio replay will be available on our investor relations website, no one attending being the webcast or telephone is permitted to use any audio recording device.

Stephen Merkel, Chairman

Thanks, Caroline. I'd like to again thank you all for joining us today and for your continued support of Newmark. I now call this virtual meeting to order.

Caroline Koster, Other

I've received the affidavit of Broadridge Financial Solutions, Inc., attesting to the mailing on August 7, 2026, of the Notice of Internet Availability of Proxy Materials relating to this meeting to holders of record of the company's Class A and Class B common stock as of the close of business on July 20, 2026, the record date for this meeting. I've received from McQuinnity Trust Company to company's transfer agent lists, certifying the names, addresses, and stock ownership of the holders of record of the company's Class A and Class B common stock at the close of business on the record date. I also would like to introduce Mr. Peter Deskovich, a corporate representative of Broadridge, who is qualified to serve as the inspector of elections and who has delivered the inspector's oath and the certificate of quorum.

Stephen Merkel, Chairman

I direct that the affidavit, the oath, and the certificate of quorum, the notice, and the other documents to be filed with the minutes of the meeting and that the list of stockholders be filed with the records of the company. I appoint Peter Deskovich as the Inspector of Elections.

Caroline Koster, Other

The online polls are closed, and I will now report the preliminary results of the voting. First, we'll determine whether a quorum is present. The Inspector of Elections have advised me that there are present in person or represented by proxy the holders of 124,823,741 shares of the Class A common stock out of a total of 159,762 outstanding A shares, each with one vote per share, and all of the 21,285,533 outstanding Class B shares, each with 10 votes per share. These shares represent adequate voting power, and a quorum is present for purposes of transacting business.

Stephen Merkel, Chairman

Accordingly, I direct that the proxies and any substitution of proxies submitted via the virtual meeting portal be filed with the records of the company.

Caroline Koster, Other

The first order of business is the election of directors. The board has previously nominated Kyle Letnick, Stephen Merkel, Virginia Bauer, Ken McIntyre, and Jay Itzkowicz as directors of the company, each for a term expiring at the 2027 annual meeting of stockholders. The board of directors of the company has recommended that stockholders vote in favor of the proposal to elect each of the nominees. I'm pleased to report that I've been advised by the Inspector of Elections that the stockholders represented at the meeting have cast at least 256,393,630 votes for each of Ms. Bauer and Mr. Zlatnik, Merkel, McIntyre, and Itskowitz for the election of each as a director of the company. This is at least a plurality of the voting power of all of the shares of common stock present in person by proxy or by proxy and entitled to vote, all nominees have been elected.

Stephen Merkel, Chairman

Congratulations to each of you.

Caroline Koster, Other

The second order of business is the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the fiscal year ended December 31, 2026. The Board of Directors and Audit Committee of the company have recommended the stockholders vote in favor of the ratification of Ernst & Young. I am pleased to report that I have been advised by the Inspector of Elections that the stockholders represented at the meeting have cast at least 336,826,282 votes in favor of the ratification of the appointment of Ernst & Young as our independent registered public accounting firm, which is at least a majority of the total voting power of the shares of common stock voted by the stockholders.

Stephen Merkel, Chairman

The vote on the ratification of our independent registered public accounting firm, Ernst & Young, is noted.

Caroline Koster, Other

The third order of business is the advisory vote by stockholders on executive compensation. The Board of Directors and Compensation Committee of the company have recommended that stockholders vote in favor of the compensation paid to the company's named executive officers. As disclosed in the company's proxy statement for the 2026 annual meeting of the stockholders, including the compensation discussion and analysis, compensation tables, and to the narratives. I'm pleased to report that I've been advised by the inspector of elections that the stockholders represented at the meeting have cast at least 267,393,063 votes in favor of the compensation to the named executive officers. This is at least a majority of the total voting power of the shares of common stock voted by stockholders entitled to vote.

Stephen Merkel, Chairman

We note the results of the advisory vote on executive compensation.

Caroline Koster, Other

The fourth order of business is the advisory vote by stockholders on the frequency of future advisory votes on executive compensation. The Board of Directors and the Compensation Committee of the company have recommended that stockholders vote for every year or one year as the frequency with which stockholders have provided an advisory vote on executive compensation. I'm pleased to report that I've been advised by the Inspector of Elections that the stockholders represented at the meeting have cast at least 308,408,305 votes in favor of every year as the frequency with which stockholders provided with an advisory vote on executive comp. This is the majority of the total voting power of the outstanding shares of Class A and B common stock in person or by proxy and entitled to vote.

Stephen Merkel, Chairman

We note this advisory vote for every year as to the frequency for a stockholder advisory vote on executive compensation.

Caroline Koster, Other

The final tabulations of the votes on these matters will appear in Newmark's Form 8-K to be filed with the Securities and Exchange Commission.

Stephen Merkel, Chairman

If there is no further business to come before the meeting, the meeting shall be adjourned. Thank you for your participation and your support of Newmark.

Caroline Koster, Other

Thank you, Steven. We'll now address stockholder questions relating to the meeting that are entered today on the web portal. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible and we may be able to post responses to some generally applicable questions later today in the investor relations portion of our website. Jason McGruder, Head of Investor Relations. Are there any questions?

Operator

Let's just give it 15 seconds.

Caroline Koster, Other

Okay.

Operator

Refreshing. I do not see any questions in the queue at this time.

Caroline Koster, Other

Okay. Well, okay. Thank you for attending the annual meeting of Newmark Group, Inc. We thank you for joining us and for your support of Newmark.

Operator

This now concludes the meeting. Thank you for joining, and have a pleasant day.