BGC Group (BGCP) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Nov. 17, 2026, at 10:00 a.m. ET; holders of Class A and Class B shares as of Sept. 22, 2026, may vote online.

• Stockholders will elect six directors, consider Ernst & Young ratification, advisory executive-pay approval, and say-on-pay frequency; proxies default to FOR each nominee and Proposals 2–3, and ONE YEAR on Proposal 4.

Voting matters and shareholder proposals

• Six incumbent directors are nominated for election through the next annual meeting; the Board recommends FOR each nominee.

• Ernst & Young’s appointment for FY2026 is submitted for ratification; the Board and Audit Committee recommend FOR, while retaining authority to reconsider or change the auditor.

• Advisory proposals seek approval of named executive officer compensation and future say-on-pay frequency; the Board recommends annual votes, which are non-binding.

• Director elections require a plurality; Proposals 2–3 require a majority of votes cast, and the frequency option with a majority is preferred; Proposal 4 is non-binding.

• Rule 14a-8 proposals and other stockholder proposals for the 2027 meeting are due June 10, 2027, assuming the meeting date is similar to 2026.

Board of directors and corporate governance

• The six-member Board includes four directors deemed independent; all standing committees comprise independent directors, and independent directors recommend director nominees.

• After Howard Lutnick left in Feb. 2025, Stephen Merkel became Board Chair and Brandon Lutnick joined the Board; John Abularrage, JP Aubin and Sean Windeatt became Co-CEOs.

• The Board held 12 meetings in 2025; the Audit Committee held 12, Compensation Committee 14 and Corporate Responsibility Committee seven.

• Governance practices include annual director elections, independent-director sessions at least twice yearly, annual Board and committee self-assessments, and resignation procedures for directors failing to win a majority in uncontested elections.

• The Board has no lead independent director; guidelines provide for annual election of the Chair by the majority-independent Board.