Newmark Sets Virtual 2025 Annual Meeting, Board Seeks Director Re-election

TL;DR

**NMRK's virtual annual meeting is a rubber stamp for board continuity and executive pay, but watch the new Lutnick on the board for future influence.**

AI Summary

NEWMARK GROUP, INC. (NMRK) is holding its 2025 Annual Meeting of Stockholders virtually on December 30, 2025, at 10:00 a.m. ET. Stockholders will vote on the election of five directors, the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year ending December 31, 2025, and an advisory vote on executive compensation. The Board of Directors, which includes new members Stephen M. Merkel (Chairman) and Kyle S. Lutnick (son of former Executive Chairman Howard W. Lutnick) appointed in February 2025, believes a virtual meeting increases accessibility and efficiency while reducing costs. The record date for voting is November 10, 2025, with Class A common stock holders receiving one vote per share and Class B common stock holders receiving 10 votes per share. As of the record date, there were 159,448,532 Class A shares and 21,285,533 Class B shares outstanding, totaling 180,734,065 shares with a Total Voting Power of 372,303,862 votes. The company continues to leverage SEC rules for online proxy material access, aiming to conserve resources and reduce printing costs.

Why It Matters

This DEF 14A filing outlines key governance decisions for Newmark Group, Inc., directly impacting investor confidence through director elections and executive compensation votes. The shift to a fully virtual annual meeting, while cost-effective, could influence shareholder engagement and transparency perceptions. The appointment of Stephen M. Merkel as Chairman and Kyle S. Lutnick, son of the former Executive Chairman, to the board in February 2025 signals potential leadership continuity and strategic direction, which could be a competitive advantage or concern depending on investor views on nepotism and independent oversight. The ratification of Ernst & Young LLP is a standard but crucial vote for financial integrity.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant concentration of voting power, with Class B common stock holders having 10 votes per share compared to Class A's one vote per share, potentially limiting the influence of a broad base of shareholders. The election of five directors, including new appointments Stephen M. Merkel and Kyle S. Lutnick in February 2025, and the advisory vote on executive compensation, while standard, carry inherent governance risks if not perceived as aligned with shareholder interests.

Analyst Insight

Investors should actively review the biographies of the five director nominees, particularly Stephen M. Merkel and Kyle S. Lutnick, to understand their backgrounds and potential impact on governance. Participate in the advisory vote on executive compensation to signal your stance on management's pay structure, and consider the implications of the dual-class share structure on your voting power.

Key Numbers

• December 30, 2025 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
• 10:00 a.m. ET — Annual Meeting Time (Commencement time of the virtual Annual Meeting)
• November 10, 2025 — Record Date (Date for determining stockholders entitled to vote)
• 5 — Number of Directors (Number of directors nominated for election)
• 1 — Votes per Class A Share (Voting power of Class A common stock)
• 10 — Votes per Class B Share (Voting power of Class B common stock)
• 159,448,532 — Class A Shares Outstanding (Number of Class A common stock shares entitled to vote on Record Date)
• 21,285,533 — Class B Shares Outstanding (Number of Class B common stock shares entitled to vote on Record Date)
• 180,734,065 — Total Common Equity Shares (Total Class A and Class B shares outstanding on Record Date)
• 372,303,862 — Total Voting Power (Aggregate voting power of all outstanding shares on Record Date)

Key Players & Entities

• NEWMARK GROUP, INC. (company) — Registrant
• Stephen M. Merkel (person) — Director and Chairman of the Board since February 2025
• Kyle S. Lutnick (person) — Director since February 2025, son of former Executive Chairman Howard W. Lutnick
• Ernst & Young LLP (company) — Independent registered public accounting firm
• Caroline A. Koster (person) — Corporate Secretary
• Securities and Exchange Commission (regulator) — Regulatory body
• Cantor Fitzgerald, L.P. (company) — Parent company and affiliate of Newmark
• Howard W. Lutnick (person) — Former Executive Chairman of Newmark
• Virginia S. Bauer (person) — Director since June 2018
• Equiniti Trust Company, LLC (company) — Company's transfer agent

FAQ

Industry Context

Newmark Group, Inc. operates in the commercial real estate services industry, a sector influenced by economic cycles, interest rates, and corporate real estate demand. The industry is competitive, with players offering a range of services including leasing, capital markets, and property management. Trends include the increasing adoption of technology for property management and transaction services, and evolving office space utilization post-pandemic.

Regulatory Implications

As a publicly traded company, Newmark is subject to SEC regulations governing proxy solicitations and corporate governance. The company's adherence to rules for online proxy material distribution aims to comply with disclosure requirements while managing costs. The ratification of the independent auditor is a standard regulatory requirement to ensure financial reporting integrity.

What Investors Should Do

1. Review the 2024 Annual Report and Proxy Statement
2. Vote your shares
3. Consider signing up for electronic delivery of proxy materials

Key Dates

• 2025-12-30: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections, ratification of auditors, and advisory vote on executive compensation. The meeting will be held virtually.
• 2025-11-10: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting. As of this date, there were 159,448,532 Class A shares and 21,285,533 Class B shares outstanding.
• 2025-11-17: Mailing of Notice of Internet Availability of Proxy Materials — Informs stockholders that proxy materials, including the Proxy Statement and 2024 Annual Report, are available online at www.proxyvote.com.
• 2025-12-15: Deadline to request paper or email copies of proxy materials — Ensures timely delivery of physical or electronic proxy materials for stockholders who do not wish to access them online.

Glossary

DEF 14A

A proxy statement filing required by the SEC for companies holding annual meetings, containing information about matters to be voted on by shareholders. (This document provides the basis for the analysis, detailing the agenda for the 2025 Annual Meeting and related corporate governance information.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Establishes the pool of eligible voters for the December 30, 2025 Annual Meeting, with 180,734,065 total shares outstanding.)

Class A Common Stock

A class of common stock that typically carries one vote per share. (Holders of the 159,448,532 Class A shares outstanding have one vote per share for the matters at the Annual Meeting.)

Class B Common Stock

A class of common stock that often carries multiple votes per share, providing enhanced voting power to its holders. (Holders of the 21,285,533 Class B shares outstanding have ten votes per share, significantly influencing the total voting power of 372,303,862.)

Proxy Materials

Documents, such as the proxy statement and annual report, sent to shareholders before a shareholder meeting to inform them about the company and the issues to be voted on. (Newmark is utilizing online availability of these materials to reduce costs and environmental impact, with a Notice of Internet Availability being mailed on November 17, 2025.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting, with proxy materials being made available around November 17, 2025, and the meeting scheduled for December 30, 2025. The previous filing would have related to the 2024 Annual Meeting. Key changes noted include the appointment of new directors, Stephen M. Merkel and Kyle S. Lutnick, in February 2025. The company continues its practice of leveraging SEC rules for online proxy material access to reduce costs, a strategy likely consistent with prior years.

Key Financial Figures

• $0.01 — of shares of our Class A common stock, $0.01 par value per share (the "Class A commo

Filing Documents

• ea0259606-01.htm (DEF 14A) — 2541KB
• tnewmark_logo.jpg (GRAPHIC) — 26KB
• tcaroline_sig.jpg (GRAPHIC) — 22KB
• tcaroline_sig1.jpg (GRAPHIC) — 22KB
• tlinechart_001.jpg (GRAPHIC) — 565KB
• tlinechart_002.jpg (GRAPHIC) — 312KB
• tlinechart_003.jpg (GRAPHIC) — 521KB
• tlinechart_004.jpg (GRAPHIC) — 517KB
• tproxy_001.jpg (GRAPHIC) — 1067KB
• tproxy_002.jpg (GRAPHIC) — 819KB
• 0001213900-25-111530.txt ( ) — 13023KB
• nmrk-20251003.xsd (EX-101.SCH) — 11KB
• nmrk-20251003_def.xml (EX-101.DEF) — 9KB
• nmrk-20251003_lab.xml (EX-101.LAB) — 34KB
• nmrk-20251003_pre.xml (EX-101.PRE) — 8KB
• ea0259606-01_htm.xml (XML) — 558KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 42

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 62 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES 65 AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES 65 REPORT OF THE AUDIT COMMITTEE OF OUR BOARD OF DIRECTORS 66 PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 68 PROPOSAL 3 — APPROVAL OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION 69 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 71 EXPENSES OF SOLICITATION 101 2026 STOCKHOLDER PROPOSALS 101 CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS 101 DELINQUENT SECTION 16(a) REPORTS 102 CODE OF ETHICS AND WHISTLEBLOWER POLICY 102 MISCELLANEOUS 103 i Table of Contents Newmark Group, Inc. 125 Park Avenue New York, New York 10017 PROXY STATEMENT This Proxy Statement is being furnished in connection with the solicitation of proxies by and on behalf of our Board of Directors for use at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Newmark Group, Inc. (the "Company," "Newmark," "we," "us," or "our"), to be held on December 30, 2025, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of 2025 Annual Meeting of Stockholders. There will be no physical location for stockholders to attend. Stockholders may only participate online by logging in at www.virtualshareholdermeeting.com/NMRK2025. Our Annual Report for the fiscal year ended December 31, 2024 (the "2024 Annual Report") accompanies this Proxy Statement. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 30, 2025: On or about November 17, 2025, we will begin mailing a notice, called the Notice of Internet Availability of Proxy Materials (the "Notice"), to our stockholders advising them that this Proxy Statement, the 2024 Annual Report and voting instructions can be accessed over

View Full Filing

View this DEF 14A filing on SEC EDGAR