Newmark Group (NMRK) investor relations material

Executive summary

• The 2025 Annual Meeting will be held virtually on December 30, 2025, with stockholders able to participate online and vote on key proposals.

• Proposals include electing five directors, ratifying Ernst & Young LLP as auditor for 2025, and an advisory vote on executive compensation.

• Notice and proxy materials are distributed electronically to conserve resources, with options for paper copies upon request.

Voting matters and shareholder proposals

• Stockholders will vote on the election of five directors, ratification of Ernst & Young LLP as independent auditor, and an advisory say-on-pay vote on executive compensation.

• Only holders of record as of November 10, 2025, are entitled to vote.

• Voting can be done online, by phone, or by mail, and a majority of total voting power is required for quorum.

• The board recommends voting in favor of all proposals.

Board of directors and corporate governance

• The board consists of five members, with three qualifying as independent under Nasdaq standards.

• Recent changes include the appointment of Kyle S. Lutnick and Stephen M. Merkel following Howard W. Lutnick’s confirmation as U.S. Secretary of Commerce.

• The board has Audit, Compensation, and Corporate Responsibility Committees, all composed of independent directors.

• The board held 15 meetings in 2024, with 100% attendance by independent directors.

• Succession planning is ongoing, with external advisors engaged for long-term leadership development.

• Corporate governance guidelines emphasize majority independence, annual director elections, and robust oversight of management.