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): October 22, 2021
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:
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| Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
| Class A Common Stock, $0.01 par value | | NMRK | | The NASDAQ Stock Market LLC |
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 8.01. Other Events
The Board of Directors (the “Board”) of Newmark Group, Inc. (the “Registrant,” “us,” “our,” or the “Company”) has set the date of the Company’s 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) for December 17, 2021. The exact time and place of the 2021 Annual Meeting will be specified in our Notice of 2021 Annual Meeting and related proxy statement for the 2021 Annual Meeting.
Because the date of the 2021 Annual Meeting has been changed by more than 30 days from the first anniversary of our 2020 Annual Meeting of Stockholders, the Board has set a new deadline for the receipt of any stockholder proposals submitted for the 2021 Annual Meeting. If a stockholder desires to present a proposal for inclusion in our proxy statement for the 2021 Annual Meeting, the proposal must be submitted in writing to us for receipt not later than November 1, 2021, which is 10 days following the date hereof. Additionally, to be included in our proxy materials, proposals must comply with the proxy rules relating to stockholder proposals, in particular Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Stockholders who wish to raise a proposal for consideration at the 2021 Annual Meeting, but who do not wish to submit a proposal for inclusion in our proxy materials pursuant to Rule 14a-8 under the Exchange Act, should comply with our bylaws and deliver to us a copy of their proposal no later than November 1, 2021, which is 10 days following the date hereof. If a stockholder fails to provide such notice, the respective proposal need not be addressed in our proxy materials and the proxies may exercise their discretionary voting authority if the proposal is raised at the 2021 Annual Meeting. In either case, proposals should be sent to Newmark Group, Inc., 125 Park Avenue New York, New York 10017, Attention: Corporate Secretary.
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: October 22, 2021 | By: | | /s/ Howard W. Lutnick |
| | | | Name: Howard W. Lutnick |
| | | | Title: Chairman |
[Signature Page to Form 8-K, dated October 22, 2021,regarding date for annual meeting of stockholders]
