Morning, and welcome to Newmark Group Inc.'s 2025 Annual Stockholder Meeting. At this time, I'd like to turn the call over to Caroline Koster, the company's Senior Managing Director, Chief Counsel for Securities and Corporate Governance, and Corporate Secretary. Please go ahead, Ms. Koster.
Thank you. Good morning, and welcome everyone to Newmark's 2025 Annual Stockholders Meeting. I am Caroline Koster, and as the company's Corporate Secretary on behalf of our entire board, our officers, and employees, I would like to thank you for attending our annual meeting of stockholders today. 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. Our current Newmark directors are Kyle S. Lutnick, Stephen M. Merkel, Virginia S. Bauer, Kenneth A. McIntyre, and Jay Itzkowitz.
Also with us are Mike Rispoli, our Chief Financial Officer, Luis Alvarado, our Chief Operating Officer, Josh Davis, our General Counsel, Shaun French, our Investor Relations Manager, and Raffi Garnighian , Director and Assistant General Counsel, Corporate and Securities. Also on the call is Leland Benton with Morgan, Lewis & Bockius and Jerry Gruner and James Rothan from EY, our independent auditors. We'd like to open the meeting with official business. I'll be serving as Chair and Secretary of this meeting. After the formal meeting has been adjourned, we will provide time for general questions. Validated stockholders may ask questions in the question field on the web portal. Please make sure to type your name and, if applicable, your company name along with your question. We'll attempt to answer as many questions as time allows, but only relevant questions will be addressed.
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. I've received the affidavit of Broadridge Financial Solutions attesting to the mailing on November 17, 2025, the notice of internet availability of proxy materials relating to this meeting to holders of record of the company's Class A Common Stock and Class B Common Stock as of the close of business on November 10, 2025. That's the record date for this meeting.
I've received from Equiniti Trust Company, the company's transfer agent, lists certifying the names, addresses, and stock ownership of the holders of record of the Class A and Class B Common Stock on the record date. At this time, I would like to introduce Mr. Peter Descovich, a Corporate Representative of Broadridge Financial Solutions who's qualified to serve as the Inspector of Elections and who has delivered the Inspector's Oath and the Certificate of Quorum. I direct that the affidavit, the oath, the Certificate of Quorum, the notice, and 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 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 132,154,996 shares of the Class A Common Stock of Newmark out of a total of 159,448,532 outstanding shares of Class A Common Stock, each of which is entitled to one vote per share, and also 21,285,533 shares of the company's Class B Common Stock, each of which is entitled to 10 votes per share, which represents 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 of Directors has nominated Kyle Lutnick, Stephen Merkel, Virginia Bauer, Ken McIntyre, and Jay Itzkowitz as directors of the company, each for a term expiring at the 2026 Annual Meeting of Stockholders. The Board of Directors of the company has recommended that 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 256,240,476 votes for each of Ms. Bauer, Mr. Lutnick, Merkel, McIntyre, and Itzkowitz for the election of each as the Director of the company.
This 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 elected. 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, 2025. The Board of Directors and Audit Committee of the company have recommended that stockholders vote in favor of the ratification of the appointment of EY. I am pleased to report that I've been advised by the Inspector of Elections that the stockholders represented at the meeting have cast at least 344,576,329 votes in favor of the ratification of the appointment of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
This is at least a majority of the total voting power of the shares of Common Stock voted by stockholders 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 2025 Annual Meeting of Stockholders, including the compensation discussion and analysis, compensation tables, and narratives. I'm pleased to report that I've been advised by the Inspector of Elections that the stockholders represented at the meeting have cast at least 245,525,288 votes in favor of the compensation paid to the company's named executive officers.
This is at least a majority of the total voting power of the shares of Common Stock voted by shareholders entitled to vote. The advisory vote on executive compensation is noted. The final tabulations of the votes on these matters will appear in Newmark's Form 8-K to be filed with the Securities and Exchange Commission. There is no further business to come before the meeting. If there's 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 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. Before we begin and while any questions are answered, I'd like to remind the attendees that the information delivered during this question-and-answer period may contain forward-looking statements, including without limitation statements concerning our economic outlook and business. Such statements are subject to risk and uncertainties, which has caused our actual results to differ from expectations. Except as required by law, we undertake no obligation to update any forward-looking statements.
For a complete discussion of the risks and other factors that may impact these forward-looking statements, see our SEC filings, including but not limited to the risk factors and disclosures regarding forward-looking information in our most recent SEC filings. These are incorporated by reference. Any outlook and targets discussed assume no material acquisitions, buybacks, extraordinary transactions, or meaningful changes to the company's stock price. Of course, our expectations are subject to change based on various macroeconomic, social, political, and other factors. And any references to financial results provided in response to questions will be on an adjusted earnings basis unless otherwise stated. We also may refer to adjusted EBITDA.
Please refer to our most recent financial press release and website for complete updated definitions of any non-GAAP terms, reconciliations of these items to corresponding GAAP results, and how and when and why management uses them, as well as relevant industry or economic statistics. I will now ask Shaun French, Investor Relations Manager, to read any applicable questions from the web portal, and management will respond.
There are no questions at this time.
Great. Thank you. Thank you for attending the Annual Meeting of Newmark Group Inc. We thank you for joining us and for your support of Newmark. Happy New Year.
This now concludes the meeting. Thank you for joining, and have a pleasant day.