Good morning. Welcome to Newmark Group, Inc. 2019 Stockholders Meeting. At this time, I would like to turn the call over to Mr. Barry Gosin, Chief Executive Officer of Newmark. Please go ahead, Mr. Gosin.
Welcome, and thank you. Good morning, and welcome to Newmark Group, Inc.'s 2019 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. 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 you to the Newmark independent directors that have joined us for this call. Virginia Bauer, Peter Cervinka , Michael Snow.
Also with us today is Howard Lutnick, our Chairman, Mike Rispoli, our CFO, 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 at Morgan, Lewis & Bockius, and David Stallo and Todd Valenti 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 questions that are relevant to the meeting that 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 12th, 2019 of the notice of internet availability of proxy materials relating to this meeting to holders of record of the company's Class A and Class B common stock as of the close of business on July 29th, 2019, which is the record date for this meeting. I have received from American Stock Transfer & Trust Company, the company's transfer agent, lists certifying the names, addresses, and stock ownership of the holders of record, 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 Deskovich, a corporate representative of Broadridge Financial Solutions, who is qualified to serve as the Inspector of Elections and who delivered the inspector's oath earlier this morning.
Good 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 Deskovich to act as the Inspector of Elections.
At this point, I would like to announce that the online polls are closed, and I will now report the preliminary results of the 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 95,314,940 shares of the Class A common stock of Newmark out of a total of 158,107,747 outstanding shares of the Class A common stock, each of which is entitled to one vote per share, and 21,285,533 shares of the 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 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 has previously nominated Howard W. Lutnick, Michael Snow, Peter F. Cervinka, and Virginia S. Bauer as directors of the company, each for a term expiring on the 2020 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 present or represented at the meeting have cast at least 275,128,986 votes for each of Ms. Bauer and Messrs.
Lutnick, Cervinka, and Snow for the election of each as a director of the company, which is at least a plurality of the total voting power of the shares of common stock present in person or by proxy and entitled to vote. All nominees have been reelected.
Congratulations to each of you.
The final tabulations of the votes on this matter will appear in Newmark's Form 8-K 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. Gosin. Before we begin, 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. Such statements involve risks and uncertainties. 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 forward-looking statements, see Newmark Securities and Exchange Commission filings, including, but not limited to, the risk factors and special note on forward-looking statements set forth in our public filings, including our most recent 10-K and any updates to such risk factors and special note on forward-looking statements contained in subsequent Forms 10-Q or 8-K filings.
Any references to financial results 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 dated August 1st, 2019, for GAAP results. Please also see certain sections of that press release, including those entitled "Adjusted Earnings Defined," "Reconciliation of GAAP Income/Loss to Adjusted Earnings and GAAP Fully Diluted EPS to Post-Tax Adjusted EPS," "Fully Diluted Weighted Average Share Count for GAAP and Adjusted Earnings," "Adjusted EBITDA Defined," and "Reconciliation of GAAP Income/Loss to Adjusted EBITDA," including any footnotes to these sections for the complete and updated definitions of these non-GAAP terms and how, when, and why management uses them, as well as for the differences between results under GAAP and non-GAAP for the periods discussed therein.
Unless otherwise stated, whenever we refer to income statement items such as pre-tax earnings or post-tax earnings, we are doing so on an adjusted earnings basis. I'm now happy to turn the meeting back over to Mr. Gosin to answer your questions. Okay. Please, the portals will continue to open for questions. If anyone has any questions, please feel free to submit them.
Since there are no questions, we are going to end this meeting. I'd like to thank everybody for joining us and look forward to our next shareholder meeting.