Not independent
Tenure on this board
1.6 yrs
Also a director at
NONE
5 nominees · 4 ballot items.
Newmark stockholders will vote on five director nominees, ratification of Ernst & Young as independent auditor, advisory approval of executive compensation, and the preferred frequency of future say-on-pay votes.
Elect Kyle S. Lutnick, Stephen M. Merkel, Virginia S. Bauer, Kenneth A. McIntyre, and Jay Itzkowitz to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Newmark’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve, on a non-binding advisory basis, the compensation paid to Newmark’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and related narratives.
Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Newmark’s named executive officers. The vote covers the compensation disclosure in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and related narratives. The proposal does not target a single pay element; it concerns the overall named-executive-officer compensation program. Management describes that program as combining base salary, incentive bonuses, and equity or partnership awards. The stated objective is to align executive rewards with short- and long-term business performance while attracting, motivating, and retaining senior talent. The program uses qualitative and quantitative considerations, including revenue, profitability, market position, strategic transactions, business-line performance, talent retention, and individual managerial achievements, without relying on a single formulaic metric. Long-term awards, including limited partnership units, exchange rights, restricted stock, and RSUs, are intended to align executives with long-term stockholder value and provide retention incentives. The filing also emphasizes that the Compensation Committee considers risk, clawback provisions, forfeiture mechanisms, and the prior advisory say-on-pay vote when reviewing compensation. The advisory result will not bind the Company, the Board, or the Compensation Committee, but those bodies state that they will consider the outcome in future compensation decisions. The Board and Compensation Committee recommend a vote FOR because they believe the program appropriately links compensation to company and individual performance and supports long-term value creation.
Choose whether future advisory votes on executive compensation should occur every one, two, or three years; the Board and Compensation Committee recommend an annual vote.
Proposal 4 asks stockholders to express a non-binding preference for how often Newmark should hold future advisory votes on named-executive-officer compensation. The available choices are every one year, every two years, or every three years, with abstention also permitted. The proposal is required under Section 14A of the Exchange Act and the applicable Dodd-Frank rules, which require a say-on-frequency vote every six years. Newmark’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 proposes continuing it. Management’s rationale is implicit in the existing practice: annual votes provide recurring stockholder feedback on compensation while allowing the Board and Compensation Committee to evaluate the program regularly. The filing stresses that the vote is advisory and will not legally bind the Company, Board, or Compensation Committee. It also reserves the Board’s ability to choose a different frequency if it believes that doing so is in the Company’s or stockholders’ best interests. If no option receives a majority, the option receiving a plurality will be treated as the stockholders’ preferred frequency. The Board and Compensation Committee recommend ONE YEAR, and the next required say-on-frequency vote is expected at the 2032 annual meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.15% | 14,763,477 | $223M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.61% | 6,550,206 | $99M |
| 3 | BlackRock, Inc. | 3.33% | 6,039,273 | $91M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 2.83% | 5,137,781 | $78M |
| 5 | BlackRock, Inc. | 2.81% | 5,088,480 | $77M |
| 6 | Empyrean Capital Partners, LP | 2.41% | 4,360,150 | $66M |
| 7 | STATE STREET CORP | 2.30% | 4,172,870 | $63M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.17% | 3,928,865 | $59M |
| 9 | WESTWOOD HOLDINGS GROUP INC | 1.79% | 3,242,481 | $49M |
| 10 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 1.21% | 2,184,340 | $33M |
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