Newmark Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of five director nominees to hold office until the next annual meeting and until their successors are duly elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the 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 (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement (the 'say-on-pay' vote).

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation disclosed for the Company’s named executive officers in the proxy statement. Management and the Compensation Committee present this proposal annually to solicit shareholder feedback on the design and outcomes of executive pay, which the Board contemplates when setting future compensation policies. The compensation program described in the proxy includes a mix of base salary, discretionary and performance-based incentive bonuses, and long-term equity and partnership awards structured to retain executives and align their interests with long-term stockholder value. Management frames the program as balancing short- and long-term incentives, promoting retention through partnership units and RSUs, and considering peer and market data alongside qualitative factors. The vote is explicitly non-binding, meaning the Board retains discretion but will factor the result into future decisions. In context, the Company has substantial linkage between pay and business metrics (e.g., revenue, adjusted earnings, strategic transactions) and a history of using partnership units with delayed exchangeability to incentivize sustained performance. The Board recommends a FOR vote and emphasizes that an affirmative advisory vote supports management’s approach while a negative vote would prompt the Compensation Committee to engage with shareholders and potentially adjust program design. Given the complex partnership-unit-based structure and attribution of certain large grants across years, the advisory vote also serves as a governance signal about long-term pay practices and disclosure clarity. For investors assessing this proposal, key considerations include the non-binding nature of the vote, the heavy use of partnership units that affect timing and perceived realized pay, and the Board’s commitment to consider shareholder feedback in future compensation actions.

4. 4

   Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation (Say-on-Frequency

   ManagementBoard: FOR

   Non-binding, advisory vote where shareholders indicate whether future advisory votes on executive compensation should be held every one, two, or three years (the Board recommends one year).

   More detail

   This management proposal asks shareholders to indicate, on a non-binding basis, whether the Company should hold advisory say-on-pay votes every one, two, or three years. The Board has recommended an annual (one-year) frequency, citing prior shareholder preference in the 2020 vote and the value of frequent, timely feedback on executive compensation. The advisory nature means the Board retains discretion, but it will consider the vote outcome when setting the cadence of future say-on-pay votes. Annual voting provides shareholders regular opportunities to express views on evolving compensation practices, facilitating more immediate dialogue with the Compensation Committee and potential course corrections. Conversely, less frequent votes (two- or three-year intervals) reduce administrative costs and may allow compensation programs to be set over a longer performance horizon with less short-term influence. Company-specific context: the Board previously followed investor feedback from 2020 favoring annual votes and continues to believe annual votes best align oversight with rapid changes in pay practices, regulatory expectations, and shareholder preferences. For institutional investors, the choice balances governance responsiveness against potential voting fatigue; given the Company’s complex partnership-unit awards and multi-year attribution of large grants, the Board believes an annual vote aids transparency and accountability. Because the vote is non-binding, a plurality outcome could guide but not compel the Board; if no option receives a majority, the Board will consider the plurality result. Investors evaluating this proposal should weigh the benefits of regular governance touchpoints against the administrative and engagement costs of annual ballots, noting the Board’s stated commitment to consider and act on shareholder feedback.

5. 5

   Other Business

   Management

   Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

   More detail

   This agenda item covers any additional matters that may properly come before the Annual Meeting that were not specifically described in the Notice and Proxy Statement. Such items are typically procedural or ad hoc proposals that may arise before or during the meeting, including ministerial matters, motions to adjourn or postpone, or other routine corporate actions. The Board and management reserve discretion to vote proxies in their judgment on any such matters, as described in the proxy card, and stockholders are informed that the proxies are authorized to vote on other business if properly presented. Because the specific topics are not known in advance, stockholders cannot evaluate them in detail from the proxy materials; the proxy statement notes management is not aware of any other matters to be presented, and instructs proxy holders to vote in their discretion on unforeseen matters. From a governance perspective, including an 'other business' item is standard practice to permit orderly conduct of the meeting and to address any procedural motions or last-minute proposals that meet applicable SEC and corporate governance requirements. Investors should note that, absent advance disclosure, any substantive proposal would typically be required to satisfy SEC and company procedural rules to be considered and may be subject to board or proxy-holder discretion in voting.

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When is the Newmark Group Inc 2026 annual meeting?

Newmark Group Inc (NMRK) holds its 2026 annual shareholder meeting on Wednesday, September 16, 2026.

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

The record date for the Newmark Group Inc 2026 meeting is Monday, July 20, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 5 director nominees at the Newmark Group Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 5 proposals at the Newmark Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.