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): September 24, 2019
Newmark Group, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware | 001-38329 | 81-4467492 |
(State or other jurisdiction of incorporation) | (Commission
File Number) | (I.R.S. Employer
Identification No.) |
125 Park Avenue, New York, NY 10017
(Address of principal executive offices)
Registrant’s telephone number, including area code: (212) 372-2000
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:
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☐ | 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 Symbol(s) | | Name of each exchange on which registered |
Class A Common Stock, $0.01 par value | | NMRK | | NASDAQ Global Select Market |
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).
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 5.07. Submission of Matters to Vote of Security Holders.
The annual meeting of stockholders (the “Annual Meeting”) of Newmark Group, Inc. (the “Company”) was held on September 24, 2019. The following matter was voted on at the Annual Meeting:
| • | The election of four directors to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified. |
At the Annual Meeting, holders of Class A common stock were entitled to one vote per share, and holders of Class B common stock were entitled to 10 votes per share, and the two classes voted together as a single class on the matter submitted to a vote of stockholders. The aggregate number of Class A and Class B votes cast for, withheld votes and broker non-votes with respect to the election of directors at the Annual Meeting are set forth below:
Proposal 1 - Election of Directors
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Directors | For | Withheld | Broker Non-
Votes |
Howard W. Lutnick | 275,141,365 | 33,087,978 | 62,733,734 |
Michael Snow | 276,261,573 | 31,967,770 | 62,733,734 |
Virginia S. Bauer | 283,859,802 | 24,369,541 | 62,733,734 |
Peter F. Cervinka | 277,217,106 | 31,012,237 | 62,733,734 |
The four nominees were elected to the Board of Directors and will serve as directors until the Company’s next annual meeting and until their respective successors have been duly elected and qualified.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | Newmark Group, Inc. |
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Date: September 25, 2019 | | | | By: | | /s/ Howard W. Lutnick |
| | | | Name: | | Howard W. Lutnick |
| | | | Title: | | Chairman |
[Signature Page to Form 8-K regarding action taken at the Company’s 2019
Annual Meeting of Stockholders]
