Newmark Group (NMRK) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on September 16, 2026, with shareholders able to vote and participate online.

• Key items for shareholder vote include election of five directors, ratification of Ernst & Young LLP as auditor, advisory votes on executive compensation, and the frequency of future say-on-pay votes.

• Shareholders of record as of July 20, 2026, are entitled to vote, with Class A shares having one vote and Class B shares ten votes each.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with paper copies available upon request.

Voting matters and shareholder proposals

• Shareholders will vote on five directors, auditor ratification, executive compensation, and say-on-pay frequency.

• Board recommends voting for all director nominees, for auditor ratification, for executive compensation, and for annual say-on-pay votes.

• Shareholder proposals for the 2027 meeting must be submitted by April 7, 2027.

Board of directors and corporate governance

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

• Recent changes include the appointment of new directors and executive officers following the departure of the former Executive Chairman.

• Board committees include Audit, Compensation, and Corporate Responsibility, all chaired by independent directors.

• Corporate Governance Guidelines emphasize majority independence, annual director elections, and robust conflict-of-interest policies.

• Succession planning is ongoing, with a new CEO to be identified by year-end 2026.