Newmark Group, Inc. (NMRK) Earnings Call Transcript & Summary

Good morning, and welcome to the Newmark Group, Inc. 2020 Stockholders' Meeting. At this time, I would now like to turn the call over to Mr. Barry Gosin, Chief Executive Officer of Newmark. Please go ahead, Mr. Gosin.

Thank you. Good morning and welcome to Newmark Group Inc. 's 2020 Annual Stockholders Meeting. I am Barry Gosin, Chief Executive Officer of Newmark. On behalf of our entire Board, our officers and employees, I would like to thank you for attending our annual meeting of stockholders. The virtual nature of this annual meeting enables increased stockholder accessibility and promote social distancing during the COVID-19 pandemic, all while improving meeting efficiency and reducing costs. At this time, I would like to announce that the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. I would now like to introduce to you the Newmark independent directors, all of whom have joined us for this call: Virginia Bauer, Peter Cervinka, Ken McIntyre and Michael Snow. Also with us today is Howard Lutnick, our Chairman; Mike Rispoli, our Chief Financial Officer; Jeff Day, our Chief Strategy Officer; Lou Alvarado, our Chief Revenue Officer; and our attorneys Stephen Merkel, who serves as our Chief Legal Officer; and Caroline Koster, our Corporate Secretary. Also on the call are Chris Jensen, who is with our outside counsel, Morgan, Lewis & Bockius; and David Stollow, Todd Valenti and Amy Nielsen from Ernst & Young, our independent auditors. We'd like to open the meeting with official business. I will be serving as chair of this meeting. After the formal meeting has been adjourned, we will not have a presentation about our business, but we will provide time for general questions. Validated stockholders may ask questions in the question field on the web portal. We will attempt to answer as many questions as time allows, but only relevant questions will be addressed. Please note that while this meeting is being recorded by the company and an audio replay will be available on our Investor Relations website, no one attending via the webcast or telephone is permitted to use any audio recording device. I'd like to thank you all for joining us today and for your continued support of Newmark. With that said, I now call this virtual meeting to order, and I appoint Caroline Koster, Newmark's Corporate Secretary to act as secretary of the meeting. The chair recognizes Ms. Koster.

Thank you, Mr. Gosin. I have received the affidavit of Broadridge Financial Solutions, Inc. , attesting to the mailing on August 10, 2020, of the notice of Internet availability of proxy materials relating to this meeting to the holders of record of the company's Class A common stock and Class B common stock as of the day -- as of the close of business on July 27, 2020, which is the record date for this meeting. I have received from American Stock Transfer & Trust Company, which is the company's transfer agent, lists, which certify the names, address and stock ownership of the holders of record of the company's Class A and Class B common stock at the close of business on the record date. At this time, I would like to introduce Mr. Peter Descovich, Corporate Representative of Broadridge, who is qualified to serve as the inspector of elections and who delivered the inspector's oath earlier this morning.

I direct that the affidavit, the oath, the notice and the other documents be filed with the minutes of the meeting and that the list of stockholders be filed with the records of the company. In addition, I hereby appoint Peter Descovich to act as the inspector of elections.

At this point, I would like to announce that the online polls are now closed, and I will now report the preliminary results of voting. First, we will determine whether a quorum is present. The inspector of elections has advised me that there are present in person or represented by proxy, the holders of at least 124,068,163 shares of the Class A common stock of Newmark out of a total of 162,511,317 outstanding shares of Class A common stock, each of which is entitled to 1 vote per share and 21,285,533 shares of Class B common stock, each of which is entitled to 10 votes per share, which represent all of the Class B common stock outstanding as of the record date. These shares represent adequate voting power, and a quorum is present for the purposes of transacting business.

I direct that the proxies and any substitution of proxies submitted via the virtual meeting portal be filed with the records of the company.

The first order of business is the election of directors. The Board of Directors has previously nominated Howard W. Lutnick, Michael Snow, Virginia S. Bauer, Peter F. Cervinka; and Kenneth A. McIntyre as directors of the company, each for a term expiring at the 2021 Annual Meeting of Stockholders. The Board of Directors of the company has recommended that the stockholders vote in favor of the proposal to elect each of the nominees. I am pleased to report that I have been advised by the inspector of elections that the stockholders represented at the meeting have cast at least 275,638,477 votes for each of Ms. Bauer and Messrs. Lutnick, Snow, Cervinka and McIntyre for the election of each as a director of the company. This is at least a plurality of the total voting power of the shares of common stock. All nominees have been reelected.

Congratulations to each of you.

The second order of business is the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2020. The Board of Directors and the audit committee of the company have recommended that the stockholders vote in favor of the ratification of the appointment of Ernst & Young. And I am pleased to report that I've been advised by the inspector that the stockholders representing at the -- represented at the meeting have cast at least 336,291,535 votes in favor the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the fiscal year ended December 31, 2020. This is at least a majority of the total voting power of the shares of common stock present in person or by proxy and entitled to vote.

The vote on the ratification of our independent registered public accounting firm is noted.

The third order of business is the advisory vote by stockholders on executive compensation. The Board of Directors and compensation committee of the company have recommended that stockholders vote in favor of the compensation paid to the company's named executive officers as disclosed in the company's proxy statement for the 2020 Annual Meeting of Stockholders, including the Compensation Discussion and Analysis, compensation tables and narratives. I am pleased to report that I've been advised by the inspector that the stockholders have cast at least 278,268,677 votes in favor of the compensation paid to the company's named executive officers, which is at least the majority of the total voting power of the shares of common stock present in person or by proxy and entitled to vote.