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 on key proposals, including director elections, auditor ratification, executive compensation, officer exculpation, and an amended long-term incentive plan.

• Proxy materials are distributed electronically to enhance efficiency and sustainability, with shareholders able to request paper copies if desired.

• Only holders of record as of August 20, 2024, are entitled to vote, with Class A shares having one vote and Class B shares ten votes per share.

Voting matters and shareholder proposals

• Proposals include electing four directors, ratifying Ernst & Young as auditor, an advisory vote on executive compensation, amending the certificate of incorporation for officer exculpation, and amending the long-term incentive plan.

• Shareholders can vote via internet, phone, or mail, and may submit questions during the virtual meeting.

• The board recommends voting in favor of all proposals.

Board of directors and corporate governance

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

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

• The board emphasizes diversity, independence, and robust governance policies, including annual self-assessments and succession planning.