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. 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 promotes social distancing during the COVID-nineteen 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 Newmarket Independent Directors, all of whom have joined us for this call.
Virginia Bauer Peter Trevinkka 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 Carolyn Coster, our Corporate Secretary. Also on the call are Chris Jensen, who is with our outside counsel, Morgan Lewis and Bakias and David Stallo, Todd Valente and Amy Nielsen from Ernst and 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 Carolyn Coster, Newmark's Corporate Secretary to act as Secretary of the meeting. The Chair recognizes Ms. Coster.
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 close of business on July 27, 2020, which is the record date for this meeting. I have received from American Stock Transfer and 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 Dziskovich, a 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 Daskovich 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 100 and 63 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 21,285,530 3 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 S. Trevinka and Kenneth A.
MacIntyre 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 passed at least 275,000,000 638,477 votes for each of Ms. Bauer, Messrs. Lutnick, Snow, Trevinka 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 a ratification of the appointment of Ernst and 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 and Young. And I am pleased to report that I have been advised by the Inspector that the stockholders represented at the meeting have cast at least 336,291,535 votes in favor of the eradication of the appointment of Ernst and Young as our independent registered public accounting firm for the fiscal year ended December 31, 2020. This 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.
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 278,000,268,600 and 7 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.
The advisory vote on executive compensation is noted.
The 4th order of business is the advisory vote on the frequency of future advisory votes on executive compensation. The Board of Directors and Comp Committee of the company have recommended that the stockholders vote for every year as the frequency with which stockholders are provided an advisory vote on executive comp. I'm pleased to report that I have been advised by the Inspector that the stockholders represented at the meeting have cast at least 297,503,163 votes in favor of every year as the frequency with which stockholders are provided an advisory vote on executive compensation. This is at least a majority of the total voting power of the outstanding shares of Class A and Class B common stock.
The advisory vote of every year as frequency for a stockholder advisory vote on executive compensation is noted.
Note that the final tabulations of the votes on these matters will appear in Newmark's Form 8 ks to be filed with the Securities and Exchange Commission.
If there is no further business to come before the meeting, the meeting shall be adjourned. Thank you for your participation and your support of Newmark. We will not be making a presentation about our business on today's call. We will now address stockholder questions relating to the meeting that are entered today on the web portal. Though we may not be able to answer every question, we will do our best to provide a response to as many as possible, and we may be able to post responses to some generally applicable questions later today in the Investor Relations portion of our website.
Thank you, Mr. Goss. And before we begin and while any questions are entered, I would like to remind the attendees that the information delivered during this question and answer period may contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. These may include statements about the effects of the COVID-nineteen pandemic on the company's business results, financial position, liquidity and outlook. Any forward looking statements involve risks and uncertainties.
And except as required by law, Newmark undertakes no obligation to update any forward looking statements. For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward looking statements, see Newmark's SEC filings, including, but not limited to, the risk factors and special note regarding forward looking statements set forth in our public filings, including our most recent 10 ks and any updates in the subsequent 10 Q or 8 ks filings. Any references to financial results that are provided in response to questions will be on an adjusted earnings basis unless otherwise stated. We may also refer to adjusted EBITDA. Please see Newmark's financial results press release, which was dated August 6, 2020, for our GAAP results.
Please also see certain sections of that release, including entitled timing of outlook for certain GAAP and non GAAP items, non GAAP Financial Measures, adjusted earnings defined, reconciliations of GAAP net income or loss available to common stockholders to adjusted earnings before non controlling interest and taxes and GAAP fully diluted adjusted EPS. Fully diluted weighted average share count for GAAP and adjusted earnings, adjusted EBITDA defined reconciliation of GAAP net income or loss to adjusted EBITDA and liquidity analysis, including any footnotes to these sections, for the complete and updated definitions of these non GAAP terms and how and when the management uses them as well as the differences between results under GAAP and non GAAP for the periods discussed. Unless otherwise stated, whenever we refer to income statement items such as pretax earnings or post tax earnings, we're doing so on an adjusted earnings basis. So I'm now happy to turn the meeting back over to Mr. Gossen to answer your questions.
Thank you. I will now ask Jason Harp, Head of Investor Relations, to read any applicable questions from the web portal and management will respond. Thanks, Barry. There are no questions at this time. Thank you for attending the annual meeting of Newmark Group Inc.
We wish you and your loved ones health and safety in these difficult times, and we thank you for your support of Newmark.