Proxy Results Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amended and Restated Newmark Group, Inc. Long Term Incentive Plan

On October 17, 2024, at the Annual Meeting of Stockholders (the "Annual Meeting") of Newmark Group, Inc. (the "Company"), the Company's stockholders approved the Amended and Restated Newmark Group, Inc. Long Term Incentive Plan (the "Equity Plan"), which reflects amendments to the Newmark Group, Inc. Long Term Incentive Plan including: (i) amendments to the definition of a "Change in Control" and related provisions of the Equity Plan to more closely align with the Company's existing corporate agreements and to provide enhanced flexibility to the Board of Directors of the Company (the "Board") with respect to Change in Control vesting rights; (ii) amendments to the performance-based award considerations in the Equity Plan to more closely align with the Company's compensation philosophy and practices as discussed in the Compensation Discussion and Analysis section of its definitive proxy statement for the Annual Meeting, filed September 6, 2024 (the "Annual Meeting Proxy Statement"); (iii) increasing the aggregate number of shares of the Company's Class A common stock that may be delivered or cash settled pursuant to awards granted during the life of the Equity Plan by 100 million to a total of 500 million shares; and (iv) certain other nonmaterial changes to the Equity Plan to take into account current laws and regulations, including updating language and references in light of various amendments to the U.S. Internal Revenue Code of 1986 (the "Code"). The Equity Plan was approved by the Board and Compensation Committee of the Board of the Company (the "Compensation Committee").

For a description of the terms and conditions of the Equity Plan as approved by the Company's stockholders at the Annual Meeting, see "Description of the Amended and Restated Equity Plan" under "Proposal 5 - Approval of the Amended and Restated Newmark Group, Inc. Long Term Incentive Plan" in the Annual Meeting Proxy Statement, which description is incorporated by reference herein. The description of the Equity Plan contained in the Annual Meeting Proxy Statement is qualified in its entirety by reference to the full text of the Equity Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated by reference herein.

Amended and Restated Newmark Group, Inc. Incentive Bonus Compensation Plan

The Board and Compensation Committee approved the Amended and Restated Newmark Group, Inc. Incentive Bonus Compensation Plan (the "Bonus Plan"), which reflects amendments to the Newmark Group, Inc. Incentive Bonus Compensation Plan including: (i) amendments to the performance-based award considerations in the Bonus Plan to more closely align with the Company's compensation philosophy and practices as discussed in the Compensation Discussion and Analysis section of the Annual Meeting Proxy Statement; (ii) changing the choice of law provision under the Bonus Plan to New York law; and (iii) certain other nonmaterial changes to the Bonus Plan to take into account current laws and regulations, including updating language and references in light of various amendments to the Code.

The description of the Bonus Plan contained in this Item 5.02 is qualified in its entirety by reference to the full text of the Bonus Plan, a copy of which is filed as Exhibit 10.2 to this Form 8-K and incorporated by reference herein.

Amended and Restated Newmark Holdings, L.P. Participation Plan

The Board and Compensation Committee approved the Amended and Restated Newmark Holdings, L.P. Participation Plan (the "Participation Plan"), which reflects amendments to the Newmark Holdings, L.P. Participation Plan including: (i) eliminating the automatic termination of the Compensation Committee's authority to grant awards under the Participation Plan ten years after adoption of the Participation Plan and instead providing that such authority continues until the Board chooses to terminate the Participation Plan; and (ii) certain other nonmaterial changes to the Participation Plan to take into account current laws and regulations, including updating language and references in light of various amendments to the Code.

The description of the Participation Plan contained in this Item 5.02 is qualified in its entirety by reference to the full text of the Participation Plan, a copy of which is filed as Exhibit 10.3 to this Form 8-K and incorporated by reference herein.

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