Bgc Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six nominees—Brandon G. Lutnick, Stephen M. Merkel, David P. Richards, Arthur U. Mbanefo, Linda A. Bell, and William D. Addas—to serve until the next Annual Meeting and until their successors are elected and qualified.

2. 2

   Ratification of Appointment of Ernst & Young LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers. The resolution covers the compensation discussion and analysis, compensation tables, and related narratives presented under Item 402 of Regulation S-K. The vote is not directed at any single salary, bonus, equity award, or employment agreement, but at the overall disclosed compensation program. BGC states that its program is intended to connect executive rewards with short- and long-term business objectives. The program combines base salaries, incentive bonuses, and equity awards, with equity intended to support retention and align executives with long-term stockholder value. The proxy also describes discretionary compensation, contractual arrangements, bonus-pool participation, and the transition from former CEO Howard Lutnick to three Co-Chief Executive Officers in February 2025. The Compensation Committee considered company and business-line performance, revenue, strategic transactions, market data, peer practices, retention, and executive responsibilities in setting 2025 compensation. BGC emphasizes that equity awards generally vest over extended periods and that its clawback policy applies to incentive compensation tied to financial reporting measures. The Board and Compensation Committee recommend a vote FOR, while acknowledging that the advisory result is not binding but will be considered in future compensation decisions.

4. 4

   Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

   ManagementBoard: FOR

   Recommend, on an advisory and non-binding basis, whether future advisory votes on executive compensation should occur every one, two, or three years; the Board recommends one year.

   More detail

   Proposal 4 asks stockholders to express a non-binding preference for how often BGC should hold future advisory votes on named executive compensation. The available choices are every one, two, or three years, with abstention also permitted. The proposal is required under Section 14A of the Exchange Act and applicable Dodd-Frank rules, which require a frequency vote at least once every six years. BGC’s most recent frequency vote occurred in 2020, when a majority favored annual say-on-pay votes. The Board subsequently followed that annual cadence and states that the next frequency vote is expected at the 2032 Annual Meeting. Management argues that annual voting provides the Board and Compensation Committee with more timely and regular stockholder feedback. That feedback is particularly relevant because BGC’s compensation program involves discretionary bonuses, equity awards with long vesting periods, contractual arrangements, and a recent change from one former CEO to three Co-CEOs. The vote does not approve or reject the Board’s recommendation directly, and it is not binding on the Company or Board. If no frequency receives a majority, the plurality-supported option will be considered by the Board. The Board and Compensation Committee recommend voting FOR “ONE YEAR,” while retaining discretion to determine the actual future frequency.

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When is the Bgc Group Inc 2026 annual meeting?

Bgc Group Inc (BGC) holds its 2026 annual shareholder meeting on Tuesday, November 17, 2026.

What is the record date for the Bgc Group Inc 2026 meeting?

The record date for the Bgc Group Inc 2026 meeting is Tuesday, September 22, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Bgc Group Inc's 2026 meeting?

The board is presenting 6 director nominees at the Bgc Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Bgc Group Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Bgc Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.