BGC Group (BGCP) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on September 16, 2024, with voting on director elections, auditor ratification, and executive compensation.

• Proxy materials are available online, with options for electronic or paper delivery to conserve resources.

• The company completed a Corporate Conversion to a full C-Corporation on July 1, 2023, simplifying its structure and changing compensation plans.

Voting matters and shareholder proposals

• Shareholders will vote on electing five directors, ratifying Ernst & Young as auditor for 2024, and an advisory say-on-pay vote for executive compensation.

• Only holders of record as of July 22, 2024, may vote; Class A shares have one vote each, Class B shares have ten votes each.

• The board recommends voting in favor of all proposals.

Board of directors and corporate governance

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

• Committees include Audit, Compensation, and ESG, all composed of independent directors.

• The board held 17 meetings in 2023; independent directors attended all or nearly all meetings.

• The board does not have a separate nominating committee; all directors participate in nominations.

• Board diversity is considered, with a matrix showing a mix of gender, ethnicity, and skills.