Newmark Group (NMRK) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on October 17, 2024, with shareholders able to vote online or by phone or mail.

• Key proposals include director elections, auditor ratification, advisory say-on-pay, officer exculpation, and an amended long-term incentive plan.

• Shareholders of record as of August 20, 2024, are eligible to vote, with Class A shares having one vote and Class B shares ten votes each.

Voting matters and shareholder proposals

• Four directors are up for election to serve until the next annual meeting.

• Ratification of Ernst & Young LLP as independent auditor for 2024 is proposed.

• Advisory vote on executive compensation (say-on-pay) is included.

• Proposal to amend the Certificate of Incorporation for officer exculpation under Delaware law.

• Proposal to amend and restate the Long Term Incentive Plan, increasing share reserves and updating plan terms.

Board of directors and corporate governance

• The board consists of four members, three of whom are independent under Nasdaq rules.

• Board committees include Audit, Compensation, and ESG, all chaired by independent directors.

• The board values diversity in skills, experience, gender, and ethnicity, and regularly reviews governance guidelines.

• Succession planning and risk oversight are ongoing board priorities.