Marcus & Millichap Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect two Class I directors (Norma J. Lawrence and Hessam Nadji) each to serve for a three-year term until the 2029 Annual Meeting; directors elected by plurality of votes cast.

2. 2

   Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026

   ManagementBoard: FOR

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

3. 3

   Advisory vote to approve executive compensation

   ManagementBoard: FOR

   Non-binding, advisory vote (say-on-pay) to approve the compensation of the named executive officers as disclosed in the Proxy Statement (including the Compensation Discussion and Analysis, compensation tables, and accompanying narrative).

   More detail

   This non-binding advisory (say-on-pay) proposal asks stockholders to approve the Company’s 2025 executive compensation disclosures, including the Compensation Discussion and Analysis, tables, and narrative. Management seeks shareholder approval to confirm that its pay programs—designed to attract, retain and incentivize executives—are aligned with stockholder interests. Key context: in 2025 the Company returned to modest profitability (pre-tax net income of $3 million), grew revenue by 8.5%, and continued to align pay with performance by granting long-term incentives that are 50% performance-based PSUs and 50% time-based RSUs. The 2025 PSUs are measured over a three-year performance period (2025–2027) with revenue and Adjusted EBITDA metrics and payout ranges from 0% to 200% of target, and annual incentives are weighted between corporate financial measures and individual strategic goals. The Compensation Committee reduced certain target incentive opportunities in 2025 to reflect challenging market conditions and implemented CEO and NEO pay adjustments intended to balance retention with rigor; actual 2025 payouts were below target in many cases (e.g., CEO annual incentive earned at 72% of target). The say-on-pay is advisory and non-binding, but the Board and Compensation Committee state they value stockholder feedback and will consider the vote outcome in future decisions; prior engagement yielded high support in 2025 (approximately 92% support). Management recommends a FOR vote, arguing that the mix of performance metrics, recoupment policy, stock ownership guidelines, and other governance features provide appropriate alignment and risk mitigation. For an analyst evaluating the proposal, material considerations include the multi-year PSU structure tying pay to sustained revenue and EBITDA improvement, the Company’s recent financial trajectory and cash position, the Compensation Committee’s use of an independent consultant and peer/industry context in setting pay, and the non-binding nature of the vote which nonetheless serves as a key gauge of investor approval of compensation design and outcomes.

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When is the Marcus & Millichap Inc 2026 annual meeting?

Marcus & Millichap Inc (MMI) holds its 2026 annual shareholder meeting on Thursday, April 30, 2026.

What is the record date for the Marcus & Millichap Inc 2026 meeting?

The record date for the Marcus & Millichap Inc 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Marcus & Millichap Inc's 2026 meeting?

The board is presenting 2 director nominees at the Marcus & Millichap Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Marcus & Millichap Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Marcus & Millichap Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.