UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 2.02. | Results of Operations and Financial Condition. |
On May 6, 2022, Marcus & Millichap, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information furnished on this Form 8-K, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 3, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) and its stockholders cast their votes as follows:
Proposal 1: Election of Directors
The following individuals were elected to serve as Class III directors for a three-year term ending with the 2025 Annual Meeting by the votes shown below:
| For | Withheld | Broker Non-Votes | ||||
| George M. Marcus |
36,056,378 | 998,590 | 1,033,695 | |||
| George T. Shaheen |
35,355,107 | 1,699,861 | 1,033,695 | |||
| Don C. Watters |
36,270,456 | 784,512 | 1,033,695 |
In addition, the incumbent members of our Board, Hessam Nadji, Norma J. Lawrence, Lauralee E. Martin, Nicholas F. McClanahan and Collette English Dixon will continue to serve as our directors following the Annual Meeting.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm for 2022
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022 was ratified by the votes shown below:
| For |
Against |
Abstain |
Broker Non-Votes(1) | |||
| 37,941,529 | 105,548 | 41,586 | 0 |
| (1) | Pursuant to the rules of the New York Stock Exchange, Proposal 2 constituted a routine matter. Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners. |
Proposal 3: Advisory Vote on Executive Compensation
The non-binding resolution regarding the compensation paid to the Company’s named executive officers (the “say-on-pay vote”) was approved by the votes shown below:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 36,219,547 |
793,609 | 41,812 | 1,033,695 |
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Exhibit Title or Description | |
| 99.1 | Press release issued by the Company entitled “Marcus & Millichap, Inc. Reports Results for First Quarter 2022” dated May 6, 2022. | |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MARCUS & MILLICHAP, INC. | ||||||
| Date: May 6, 2022 | By: | /s/ Steven F. DeGennaro | ||||
| Steven F. DeGennaro Chief Financial Officer | ||||||
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