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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Newmark Group Inc | NASDAQ:NMRK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.39 | 3.47% | 11.62 | 11.64 | 11.90 | 11.705 | 11.29 | 11.42 | 1,263,185 | 22:02:23 |
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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6531
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81-4467492
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(State or other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Class A Common Stock, $0.01 par value
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The NASDAQ Stock Market LLC
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Class
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Outstanding at
April
22
, 2020
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Class A Common Stock, par value $0.01 per share
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156,813,657 shares
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Class B Common Stock, par value $0.01 per share
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21,285,533 shares
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Page
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1
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2
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ITEM 10.
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2
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ITEM 11.
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8
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ITEM 12.
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38
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ITEM 13.
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42
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ITEM 14.
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64
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64
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ITEM 15.
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64
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ITEM 10.
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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Name
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Age
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Director
Since
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Biographies
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Howard W. Lutnick
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58
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2017
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Mr. Lutnick has served as our Chairman since 2016. As Chairman, Mr. Lutnick serves as the Chairman of our Board of Directors and as our principal executive officer. Mr. Lutnick is the Chairman of the Board and Chief Executive Officer of BGC Partners, Inc., a leading global brokerage and financial technology company (“BGC Partners” or “BGC”), positions in which he has served since 1999. Mr. Lutnick joined Cantor Fitzgerald, L.P. (“Cantor”) in 1983 and has served Chief Executive Officer of Cantor since 1992 and as Chairman since 1996. Mr. Lutnick also served as President of Cantor from 1991 until 2017. In addition Mr. Lutnick also holds offices at and provides services to various other affiliates of Cantor and provides services to our and BGC’s operating partnerships and subsidiaries, including Newmark Partners, L.P. (“Newmark OpCo”), BGC Partners, L.P. (“BGC U.S. OpCo”) and BGC Global Holdings, L.P. (“BGC Global OpCo”). Mr. Lutnick’s company, CF Group Management, Inc. (“CFGM”), is the managing general partner of Cantor. Mr. Lutnick is a member of the Board of Directors of the Fisher Center for Alzheimer’s Research Foundation at Rockefeller University, the Board of Directors of the Horace Mann School, the Board of Directors of the National September 11 Memorial & Museum and the Board of Directors of the Partnership for New York City. Since July 2014, Mr. Lutnick has served as Chairman of the Board and Chief Executive Officer of CF Finance Acquisition Corp., a special purpose acquisition company (the “Cantor SPAC”). Since February 2017, Mr. Lutnick has served as Chairman of the Board and Chief Executive Officer of each of Rodin Global Property Trust, Inc. and Rodin Income Trust, Inc., which are
non-traded
real estate investment trusts, or REITs. Mr. Lutnick served as Chairman of the Board of Directors of GFI Group Inc. (“GFI”) from February 26, 2015 through the closing of BGC’s merger with GFI in January 2016.
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Name
|
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Age
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Director
Since
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Biographies
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Michael Snow
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72
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2017
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|
Mr. Snow has been a director of our Company since December 2017. Mr. Snow is the Managing Member and Chief Investment Officer of Snow Fund One, LLC, founded in October 2005. Mr. Snow is a Registered Investment Advisor and founded Snow Financial Management, LLC in 1997. Prior to establishing this company, he was employed in the banking industry for over 25 years. At the Union Bank of Switzerland, Mr. Snow was Second in Charge of the North American Region. He achieved the rank of Senior Managing Director and was Head of Fixed Income, where he was responsible for: Treasury, Money Markets, Precious Metals, Foreign Exchange, Mortgage Backed Securities, Government Securities, Derivatives, Corporate Bonds, Emerging Markets, High Yield Securities, and Capital Markets. In addition, since August 2013, he has served as an independent Member of the Board of Directors of BGC Derivative Markets, L.P., a subsidiary of BGC Partners, and, since March 2014, he has served as an independent director of Remate Lince, S.A.P.I. de C.V., a BGC affiliate in Mexico. BGC Derivative Markets, L.P. has launched operations as a Swap Execution Facility, which offers trading in swaps products subject to mandatory clearing, as well as swaps classified as permitted transactions. He has also served as an independent member of Cantor Clearinghouse Holdings, LLC and Cantor Futures Exchange Holdings, LLC, in each case since August 2016. Mr. Snow also previously served as an independent public director of ELX Futures, L.P. from December 2007 until February 2015, and as a member of the board of directors, audit and compensation committees of GFI from February 2015 to February 2016.
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Virginia S. Bauer
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63
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|
2018
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Ms. Bauer has been a director of our Company since June 2018. Ms. Bauer has served as Chief Executive Officer of GTBM, Inc., a security technology company that develops and markets proprietary software solutions, since 2010. Prior thereto, Ms. Bauer served as Senior Vice President of Covenant House International from 2009 to 2010, as the Secretary of Commerce for the State of New Jersey from 2004 to 2008 and as Director of the New Jersey Lottery Commission from 2003 to 2004. In addition, Ms. Bauer has served on the Foundation Board of Monmouth Medical Center since 2009 and on the Board of Directors of the National September 11 Memorial & Museum since 2008. She previously served on the Board of Commissioners of The Port Authority of New York and New Jersey from 2008 to 2012 and on the Advisory Board of the Lower Manhattan Development Corporation from 2001 to 2004.
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Name
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Age
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Director
Since
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Biographies
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Peter F. Cervinka
|
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71
|
|
2018
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Mr. Cervinka has been a director of our Company since June 2018. Mr. Cervinka has been the sole owner and Chief Executive Officer of Cerco Funding LLC, a private real estate financing company based in New York, since 2013. He has also served as the Chief Executive Officer of a private asset management office since 2004. Mr. Cervinka has more than 30 years of experience in real estate finance, development and management. He previously founded Allputz GmbH & Co KG, an Austrian construction company. In addition, Mr. Cervinka serves as an advisor to Gabrielle’s Angel Foundation for Cancer Research.
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Kenneth A. McIntyre
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59
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2020
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Mr. McIntyre has been a director of our Company since January 2020. Mr. McIntyre has over 25 years of experience in the commercial real estate industry. Since February 2020, Mr. McIntyre has served as the interim Chief Executive Officer of the Real Estate Executive Council (“REEC”), having served as a founding Board member of the organization since 2003. REEC is the preeminent trade association in the U.S. for minority commercial real estate professionals. Since 2012, Mr. McIntyre has been the Founder and Managing Principal of PassPort Real Estate, LLC, a New York based consulting firm focused on advising developers and institutions on commercial real estate deal and platform structuring. His clients have included REAP, a
non-profit
that is focused on increasing the diversity of talent in the commercial real estate industry, where he served as the Executive Director and the Port Authority of New York and New Jersey, where he served as Executive Advisor to the Office of Diversity & Inclusion. Mr. McIntyre was a former Senior Vice President and Head of Commercial Real Estate at Hudson City Savings Bank from May 2014 to May 2016. Prior to joining Hudson City Saving Bank, Mr. McIntyre was a Managing Director in MetLife’s Real Estate Investments Group with various responsibilities across both the debt and equity portfolios, including: Head of Equity Acquisitions; Head of Strategic Initiatives; Head of Real Estate Capital Markets and Head of Commercial Mortgage Production and Pricing. Prior to joining MetLife, Mr. McIntyre held senior origination and relationship management roles at KeyBank, GE Capital Real Estate, UBS and Chase. In addition, Mr. McIntyre currently serves on the Boards of the Yorkville Youth Athletic Association and the National Jazz Museum in Harlem.
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ITEM 11.
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EXECUTIVE COMPENSATION
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• |
pre-tax
or
after-tax
net income;
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• |
pre-tax
or
after-tax
operating income;
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• | gross revenue; |
• | profit margin; |
• | stock price, dividends and/or total stockholder return; |
• | cash flow(s); |
• | market share; |
• |
pre-tax
or
after-tax
earnings per share;
|
• |
pre-tax
or
after-tax
operating earnings per share;
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• | expenses; |
• | return on equity; or |
• | strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market penetration, or geographic business expansion goals, cost targets, and goals relating to acquisitions or divestitures, or any combination thereof. |
• |
Mr. Lutnick’s 2019 aggregate bonus of $4,500,000 was paid $2,000,000 in current cash compensation and $2,500,000 in a long-term partnership award represented by 130,685
non-exchangeable
Newmark Holdings PSUs and 130,685
non-exchangeable
Newmark Holdings PPSUs. The bonus for Mr. Lutnick was the same as the prior year’s bonus at the time of its award in March. As of April 27, 2020, the aggregate value of such bonus was $3,726,029 as calculated for such PSUs using the closing stock price of $3.85 on such date and adjusted by the current 0.9461 exchange ratio, which is an approximate 17.2% decrease from the prior year using this current price for the PSUs. Our Compensation Committee considered the Company’s financial performance at the time of the award and for the prior period in making Mr. Lutnick’s short term award and the development of strategic and retentive partnership and equity structures in determining his long-term 2019 partnership award for the period.
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• |
Mr. Gosin’s aggregate bonus of $10,500,000 for 2019 was paid $1,000,000 in current cash compensation and $9,500,000 in a long-term incentive partnership award represented by 496,602
non-exchangeable
Newmark Holdings PSUs and 496,602
non-exchangeable
Newmark Holdings PPSUs. The bonus for Mr. Gosin represented a $604,893, or approximate 6.1%, increase from the prior year in light of his overall efforts during 2019 in growing our business through acquisitions and hiring producing brokers. These long-term awards represent an incentive which aligns Mr. Gosin’s compensation with the Company’s performance and earnings and are critical for the present market. As of April 27, 2020, the aggregate value of Mr. Gosin’s 2019 bonus was $7,558,899, as calculated for such PSUs using the closing stock price of $3.85 on such date and adjusted for the current 0.9461 exchange ratio, which is an approximate 23.6% decrease from the prior year using this current price.
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• |
Mr. Rispoli’s aggregate bonus of $700,000 for 2019 was paid $227,500 in current cash compensation and $472,500 in a long-term partnership award represented by 24,699
non-exchangeable
Newmark Holdings PSUs and 24,699
non-exchangeable
Newmark Holdings PPSUs. These units were granted by the Committee to continue to incentivize Mr. Rispoli in his efforts with respect to the Company’s overall finances and increased operational responsibilities. The bonus for Mr. Rispoli represented a $100,000, or approximately 16.7%, increase from the prior year as a result of these efforts and continues to align his performance with the Company’s controls and earnings and stock performance during 2020 and in future periods. As of April 27, 2020, the aggregate value of such bonus was $553,713 as calculated for such PSUs using the closing stock price of $3.85 on such date and adjusted for the current 0.9461 exchange ratio, which is an approximately 7.7% decrease from the prior year using this current price.
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• |
Mr. Merkel’s 2019 bonus of $875,000 was paid solely in a long-term partnership award represented by 45,740
non-exchangeable
Newmark Holdings PSUs and 45,740
non-exchangeable
Newmark Holdings PPSUs, reflecting Mr. Merkel’s overall leadership and advice on complex business and legal matters in connection with certain transactions and other projects. The bonus for Mr. Merkel was the same as the prior year at the time of grant. As of April 27, 2020, the aggregate value of such bonus was $604,114 as calculated for such PSUs using the closing stock price of $3.85 on such date and adjusted for the current 0.9461 exchange ratio, which is an approximately 31.0% decrease from the prior year using this current price.
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• |
Replacement of NPSUs with PSUs: On or about each April 1 of 2020, 2021, 2022, and 2023, the Company shall grant Mr. Lutnick an aggregate award of 125,000
non-exchangeable
PSUs in replacement of 125,000 of the above NPSUs, provided that (i) the Company, inclusive of its affiliates, earns, in aggregate, at least $5 million in gross revenues in the calendar quarter in which the applicable award of PSUs is to be granted and (ii) except in the event of death prior to the applicable grant date, Mr. Lutnick remains an employee of the Company or an affiliate thereof and has at all times remained in compliance with the Newmark Holdings Limited Partnership Agreement. Pursuant to this grant, on April 1, 2020 the Company granted Mr. Lutnick an aggregate award of 125,000
non-exchangeable
PSUs in replacement of 125,000 NPSUs.
|
• |
Replacement of NPPSUs with PPSUs: On or about each April 1 of 2020, 2021, 2022, and 2023, the Company shall grant Mr. Lutnick an aggregate award of 125,000
non-exchangeable
PPSUs in replacement of 125,000 of the above NPPSUs (which, upon replacement, shall be cancelled and no longer exist), provided that (i) the Company, inclusive of its affiliates, earns, in aggregate, at least $5 million in gross revenues in the calendar quarter in which the applicable award of PPSUs is to be granted and (ii) except in the event of death prior to the applicable grant date, Mr. Lutnick remains an employee of the Company or an affiliate thereof and has at all times remained in compliance with the Newmark Holdings Limited Partnership Agreement. Pursuant to this grant, on April 1, 2020 the Company granted Mr. Lutnick an aggregate award of 125,000
non-exchangeable
PPSUs in replacement of 125,000 NPPSUs.
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(a)
Name and
Principal Position
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(b)
Year
(1)
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(c)
Salary ($) |
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(d)
Bonus ($)
(3)
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(e)
Stock Awards (Long Term Incentive Awards from 2014, 2015 and 2016) ($) |
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(f)
Option Awards ($) |
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(g)
Non-Equity
Incentive Plan Compensation ($)
(9)
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(h)
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
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(i)
All Other Compensation ($) |
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(j)
Total ($) |
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||||||||||||||||||
Howard W. Lutnick,
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2019
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(1)
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1,000,000
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—
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—
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(4)
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—
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4,500,000
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—
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—
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5,500,000
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|||||||||||||||||||||||||
Chairman
|
2018
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(1)(2)
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1,000,000
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—
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7,529,510
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(4)
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—
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4,500,000
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—
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—
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13,029,510
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|||||||||||||||||||||||||
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2017
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(1)(2)
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500,000
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7,000,000
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—
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(4)
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—
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—
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—
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—
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7,500,000
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|||||||||||||||||||||||||
Barry M. Gosin,
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2019
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1,000,000
|
—
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—
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(5)
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—
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10,500,000
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—
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118,653
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(12)
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11,618,653
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|||||||||||||||||||||||||
Chief Executive Officer
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2018
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(2)
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1,000,000
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—
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—
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(5)
|
—
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9,895,107
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—
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229,291
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(11)(12)
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11,124,398
|
||||||||||||||||||||||||
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2017
|
(2)
|
1,000,000
|
(10)
|
—
|
—
|
(5)
|
—
|
—
|
—
|
617,014
|
(11)(12)
|
1,617,014
|
|||||||||||||||||||||||
Michael J. Rispoli,
|
2019
|
625,000
|
(2)
|
—
|
—
|
(6)
|
—
|
700,000
|
|
—
|
1,325,000
|
|||||||||||||||||||||||||
Chief Financial Officer
|
2018
|
(2)
|
500,000
|
—
|
—
|
(6)
|
—
|
600,000
|
—
|
—
|
1,100,000
|
|||||||||||||||||||||||||
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2017
|
(2)
|
415,000
|
485,000
|
—
|
(6)
|
—
|
—
|
—
|
—
|
900,000
|
|||||||||||||||||||||||||
Stephen M. Merkel,
Chief Legal Officer
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2019
|
(2)
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500,000
|
—
|
2,072,278
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(4)(8)
|
—
|
875,000
|
—
|
—
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3,447,278
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|||||||||||||||||||||||||
James R. Ficarro,
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2019
|
—
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—
|
—
|
(7)
|
—
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—
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—
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—
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—
|
||||||||||||||||||||||||||
Former Chief Operating Officer (13)
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2018
|
(2)
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572,884
|
—
|
—
|
(7)
|
—
|
—
|
—
|
—
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572,884
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|||||||||||||||||||||||||
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2017
|
(2)
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540,000
|
675,000
|
—
|
(7)
|
—
|
—
|
—
|
—
|
1,215,000
|
(1) | The awards for 2019 set forth in column (g) were made on March 2, 2020, based upon the March 2, 2020 closing stock price of $10.11 per share and adjusted by the exchange ratio of 0.9461, resulting in $9.565 per unit. On April 27, 2020, the stock price was $3.85 and the exchange ratio was 0.9461, which would have resulted in $3.6425 per unit. The table does not include matters for 2017, 2018 and 2019 described above under “Compensation Discussion and Analysis—NPSU Grants and Related Replacement and Exchange Right Grants—Previous BGC Partners Grants Attributable to Newmark” and “Compensation Discussion and Analysis—Replacement and Exchange Right Grants” because the shares granted were fewer than the number of limited partnership units redeemed/exchanged, those units had been granted in partial payment of prior years’ bonuses at full notional value, and the partnership unit and cash payment adjustments described as part of the program were incidental adjustments required by the terms of the partnership unit agreements and the timing of the program in relation to distributions on units. |
(2) | The amounts set forth in the table and corresponding footnotes reflect the total compensation awarded to Messrs. Gosin, Rispoli and Merkel for all years presented. In the case of Messrs. Lutnick and Ficarro for 2017, the amounts set forth in the table and corresponding footnotes reflect only those amounts attributable to the relevant executive’s services performed for us and exclude the amounts attributable to the relevant executives’ services performed on other matters for BGC Partners and its affiliates (other than us), and represents a percentage of the compensation allocable in respect of each executive’s approximate time spent on Newmark matters (i.e., for Mr. Lutnick, 50% of all compensation paid to him by BGC Partners and for Mr. Ficarro, 90% of all compensation for 2017). |
(3) |
The amounts in column (d) reflect the bonus awards to our named executive officers for 2017. For 2017, Mr. Lutnick’s BGC Incentive Plan bonus was paid $1,500,000 in cash and $5,500,000 in the form of 194,284
non-exchangeable
Newmark Holdings PSUs and 158,960
non-exchangeable
Newmark Holdings PPSUs; Mr. Ficarro’s bonus was paid $675,000 in the form of 23,845
non-exchangeable
Newmark Holdings PSUs and 19,508
non-exchangeable
Newmark Holdings PPSUs; and Mr. Rispoli’s bonus was paid $485,000 in the form of 17,133
non-exchangeable
Newmark Holdings PSUs and 14,017
non-exchangeable
Newmark Holdings PPSUs. Mr. Gosin did not receive a bonus for 2017. See footnote (11) below for further information.
|
(4) | The 2019 amount under column (e) for Mr. Merkel represents $976,224, which is the aggregate value of: (i) the redemption of 40,909 Newmark Holdings PPSUs at the Determination Price of $8.34 per PPSU (totaling $341,181) and redemption of 50,000 Newmark Holdings PSUs for zero and (ii) issuance of 46,660 shares of Newmark Class A Common Stock at $13.61 per share (totaling $635,043), as part of a larger redemption and shares issuance exercise approved by the Newmark Compensation Committee for Mr. Merkel on December 19, 2019. Such redeemed PSUs and PPSUs were originally issued in 2019 in connection with the issuance of underlying BGC Holdings, L.P. PSUs and PPSUs pursuant to the prior approval of the BGC Compensation Committee in 2016. In addition, the 2019 amount under column (e) for Mr. Merkel represents $1,096,054, which represents 50% of $2,192,108, which is Newmark’s allocation of (i) the redemption of 90,000 BGC Holdings PPSUs at the Determination Price of $6.26 per PPSU and redemption of 110,000 BGC Holdings PSUs for zero; (ii) issuance of 93,560 shares of BGC Class A Common Stock at $6.26 per share, which is less applicable taxes and withholdings; (iii) the redemption of 40,909 Newmark Holdings PPSUs at the Determination Price of $10.70 per PPSU and redemption of 50,000 Newmark Holdings PSUs for zero; and (iv) issuance of 42,864 shares of Newmark Class A Common Stock at $10.26 per share, which is less applicable taxes and withholdings, as approved by the BGC Compensation Committee for Mr. Merkel on February 22, 2019. The foregoing amount of $2,192,108 was allocated 50% to BGC and 50% to Newmark based on the allocation methodology for Mr. Merkel. Such redeemed BGC Holdings PSUs and PPSUs were originally issued in 2018 pursuant to the prior approval of the BGC Compensation Committee in 2016, and such redeemed Newmark Holdings PSUs and PPSUs were originally issued in 2018 in connection with the issuance of such BGC Holdings PSUs and PPSUs. |
(5) |
For Mr. Gosin, column (e) does not include any of the following units, because these units had been previously granted in partial payment of prior
year-end
annual bonuses, commissions or base salary as
non-exchangeable
awards at full notional value: (i) in March 2018, 52,293 BGC Holdings APSUs, 1,146,696 BGC Holdings PSUs and 51,011 BGC Holdings PPSUs were made exchangeable. With respect to the grant of exchangeability that occurred in 2018, such grant of exchangeability also applied to the ratable portion of the Newmark Holdings interests or units held in association with such
non-exchangeable
BGC Holdings APSUs, BGC Holdings PSUs and BGC Holdings PPSUs, as applicable.
|
(6) |
For Mr. Rispoli, column (e) does not include any of the following units, because these units had previously been granted in partial payment of prior years’ annual bonuses at full notional value: (i) on April 2, 2018, 17,211
non-exchangeable
BGC Holdings PSUs, and 14,082
non-exchangeable
BGC Holdings PPSUs, of which 9,381 BGC Holdings PPSUs have a determination price of $9.07 per unit and 4,701 BGC Holdings PPSUs have a determination price of $11.40 per unit,
|
(7) |
For Mr. Ficarro, column (e) does not include any of the following units, because these units had previously been granted in partial payment of prior
year-end
annual bonuses at full notional value:, (i) on May 2, 2016, 7,177 BGC Holdings PSUs and 4,765 BGC Holdings PPSUs were made exchangeable, (ii) on March 21, 2017, 15,586 BGC Holdings PSUs and 12,752 BGC Holdings PPSUs were made exchangeable, (iii) on April 24, 2017, 12,373 BGC Holdings PSUs and 10,123 BGC Holdings PPSUs were made exchangeable, and (iv) on April 2, 2018, 31,846
non-exchangeable
BGC Holdings PSUs, and 25,214
non-exchangeable
BGC Holdings PPSUs, of which 9,200 BGC Holdings PPSUs have a determination price of $6.05 per unit and 16,140 BGC Holdings PPSUs have a determination price of $11.40 per unit, were made exchangeable.
|
(8) |
For Mr. Merkel, column (e) does not include the fair value of the cancellation on December 19, 2019 of 145,464
non-exchangeable
Newmark Holdings PSUs held by Mr. Merkel, and the cancellation of 178,179
non-exchangeable
Newmark Holdings PPSUs (which had an average determination price of $10.61 per unit) because the foregoing units had been previously granted in partial payment of prior years’ bonuses at full notional value. Additionally, on December 19, 2019, Mr. Merkel exchanged 4,222 already exchangeable Newmark Holdings PSUs, which were units distributed to him in the separation, in exchange for 3,940 shares of Class A common stock. These transactions resulted in Mr. Merkel being issued a total of 132,429 shares of Class A common stock. On that same day, the Company purchased Mr. Merkel’s 132,429 shares issued pursuant to the above on the closing price on the date of approval, which was $13.61, for total net proceeds of approximately $1,802,359.
|
(9) |
The amounts in column (g) reflect the bonus awards to our named executive officers under our Incentive Plan. For 2019, Mr. Lutnick’s Incentive Plan bonus was paid $2,000,000 in cash and $2,500,000 in the form of 130,685
non-exchangeable
Newmark Holdings PSUs and 130,685
non-exchangeable
Newmark Holdings PPSUs; Mr. Gosin’s Incentive Plan bonus was paid $1,000,000 in cash and $9,500,000 in the form of 496,602
non-exchangeable
Newmark Holdings PSUs and 496,602
non-exchangeable
Newmark Holdings PPSUs; Mr. Rispoli’s bonus was paid $227,500 in cash and $472,500 the form of 24,699
non-exchangeable
Newmark Holdings PSUs and 24,699
non-exchangeable
Newmark Holdings PPSUs and Mr. Merkel’s bonus was paid $875,000 in the form of 45,740
non-exchangeable
Newmark Holdings PSUs and 45,740
non-exchangeable
Newmark Holdings PPSUs. 2019 awards were made on March 2, 2020, based upon the March 2, 2020 closing stock price of $10.11 per share and adjusted by the exchange ratio of 0.9461, resulting in $9.565 per unit. On April 27, 2020, the stock price was $3.85 per share and the exchange ratio was 0.9461, which would have resulted in $3.6425 per unit.
|
(10) | For 2017, Mr. Gosin’s base salary was $1,000,000 payable in cash, effective as of December 1, 2017, pursuant to the Gosin Employment Agreement. |
(11) |
For 2018, Mr. Gosin received commissions in the amount of $104,873 payable in connection with brokerage transactions. This amount was paid in $10,466 in cash and $94,407 in the form of 6,482
non-exchangeable
Newmark Holdings PSUs.
|
(12) | Mr. Gosin receives the use of a car and driver in connection with Mr. Gosin’s duties. Such personal benefits had an aggregate incremental cost of approximately, $161,960 in 2017, $124,398 in 2018 and $118,653 in 2019. In addition, Mr. Gosin received full payment of his health insurance premiums which had an aggregate incremental cost of $17,952 in 2017. See “Compensation Discussion and Analysis—Perquisites” above. |
(13) | Mr. Ficarro resigned from the Company effective November 2018 and was not paid a bonus for 2018. |
(a)
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|
(k)
|
|
(l)
|
|
||||||||||||||||||||||
Name
|
|
|
Estimated Possible Payouts
Under
Non-Equity
Incentive
Plan Awards |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
All Other
Grant
Awards:
Number of
Shares of Stock or Units (#)
(2)
|
|
All Other
Option
Awards:
Number of
Securities Underlying Options (#) |
|
Exercise
or Base Price of Option Awards ($/Sh) |
|
Grant
Date Fair Value of Stock and Option Awards ($)
(2)
|
|
||||||||||||||||||||||||||||||||
Grant
Date |
|
Threshold
($) |
|
Target
($) |
|
Allowable
Plan Maximum ($)
(1)
|
|
Threshold
(#) |
|
Target
(#) |
|
Maximum
(#) |
|
|||||||||||||||||||||||||||||||
Howard W. Lutnick
|
1/1/19
|
—
|
—
|
25,000,000
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||
Barry M. Gosin
|
1/1/19
|
—
|
—
|
25,000,000
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||
Michael J. Rispoli
|
1/1/19
|
—
|
—
|
25,000,000
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||
Stephen M. Merkel
|
1/1/19
|
—
|
—
|
25,000,000
|
—
|
—
|
—
|
236,364
|
—
|
—
|
2,072,276
|
(1) | The amounts in column (e) reflect the maximum possible individual payment under the Newmark Incentive Plan. During 2019, there were no specific minimum and target levels under the Newmark Incentive Plan. The $25,000,000 maximum amount was the maximum annual amount available for payment to any one executive officer under the Newmark Incentive Plan for 2019, and the Newmark compensation committee retained negative discretion to award less than this amount. Actual amounts paid to each named executive officer for 2019 are set forth in column (g) of the Summary Compensation Table. |
(2) | The amounts in columns (i) and (l) reflect aggregate grants under the Incentive Plan for Mr. Merkel for 2019. |
|
Option Awards
|
Grant Awards
|
||||||||||||||||||||||||||||||||||
(a)
Name
|
(b)
Number of Securities Underlying Unexercised Options/ Exchangeable Units Exercisable/ Exchangeable
(1)
(#) |
|
(c)
Number of Securities Underlying Unexercised Options/ Exchangeable Units Unexercisable/ Unexchangeable
(2)
(#) |
|
(d)
Equity Incentive Plan
Awards:
Number of
Securities Underlying Unexercised Unearned Options (#) |
|
(e)
Option Exercise Price ($) |
|
(f)
Option Expiration Date |
|
(g)
Number of Shares or Units of Stock That Have Not Vested (#)
(2)
|
|
(h)
Market Value of Shares or Units of Stock That Have Not Vested
(2)
|
|
(i)
Equity Incentive Plan
Awards:
Number of
Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|
(j)
Equity Incentive Plan
Awards:
Market or
Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
|
||||||||||||||||||
Howard W. Lutnick
|
1,111,933
|
0
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
Barry M. Gosin
|
2,035,806
|
0
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
Michael J. Rispoli
|
22,927
|
0
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
Stephen M. Merkel
|
0
|
0
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(1) |
For Mr. Lutnick, column (b) represents 473,073 exchangeable Newmark Holdings PSUs, 552,583
non-exchangeable
PSU-H
units, and 86,377 exchangeable Newmark Holdings SPUs held as of December 31, 2019.
|
(2) |
Column (c) does not include
non-exchangeable
Newmark Holdings PPSUs held as of December 31, 2019 because they did not represent a right to acquire our Class A common stock. As of December 31, 2019, the
non-exchangeable
Newmark Holdings PPSUs held by the named executive officers were as follows: Mr. Lutnick, 1,433,819 units; Mr. Gosin, 539,080 units; and Mr. Rispoli, 39,240 units.
|
Name
|
Base
Salary ($) |
|
Bonus
($) |
|
Earned but
Unpaid Commissions |
|
Non-Compete
Payments ($) |
|
Vesting of
Equity Compensation ($) |
|
Welfare
Benefit Continuation ($) |
|
Tax Gross-
Up Payment ($)
(6)
|
|
Total
($) |
|
||||||||||||||||
Howard W. Lutnick
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Termination of Employment in connection with a Change in Control(1)
|
2,000,000
|
9,000,000
|
—
|
—
|
—
|
41,594
|
—
|
11,041,594
|
||||||||||||||||||||||||
Extension of Employment in connection with a Change in Control
|
1,000,000
|
4,500,000
|
—
|
—
|
—
|
41,594
|
—
|
5,541,594
|
||||||||||||||||||||||||
Barry M. Gosin
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Termination of Employment without Cause Prior to a Change in Control(2)
|
1,000,000
|
(4) |
|
|
2,000,000
|
(5) |
—
|
—
|
—
|
3,000,000
|
||||||||||||||||||||||
Termination of Employment without Cause in connection with a Change in Control(3)
|
1,000,000
|
(4) |
|
|
2,000,000
|
(5) |
—
|
—
|
—
|
3,000,000
|
||||||||||||||||||||||
Any Termination of Employment
|
—
|
—
|
—
|
2,000,000
|
(5) |
—
|
—
|
—
|
2,000,000
|
(1) |
Upon a change in control at December 31, 2019, Mr. Lutnick would have had the right to receive (i) replacement of any partnership units ineligible for exchange rights with new partnership units eligible for such exchange rights, (ii) grants of immediately exchangeable exchange rights into stock or cash, as applicable, with respect to any
non-exchangeable
limited partnership units (including those replacement units described in clause (i)); and (iii) the immediate lapse of any restrictions on transferability of any shares of restricted stock held by him at such time.
|
(2) | Upon a termination of Mr. Gosin’s employment without cause, any unvested compensatory partnership units held by Mr. Gosin would vest immediately. At December 31, 2019, Mr. Gosin had no unvested partnership units. See “—Employment Agreements” below. |
(3) |
Upon a change in control at December 31, 2019, any PSUs held by Mr. Gosin in Newmark Holdings and BGC Holdings as of such date would have been immediately exchangeable into restricted shares of Class A common stock of Newmark or BGC, as applicable, transferable ratably over the first through third anniversaries of the Change in Control, subject to certain conditions. Mr. Gosin also has this right with respect to any PSUs that he then holds in BGC Holdings in the event of a change of control of BGC Partners under the terms of his agreement with BGC Holdings. See “—Change in Control Agreements”. Newmark would have borne the expense of each of the above transactions if they had occurred, including with respect to the
non-exchangeable
BGC Holdings PSUs held by Mr. Gosin.
|
(4) | On December 1, 2019, Mr. Gosin’s base salary was $1,000,000, payable in cash. |
(5) |
Following a termination of Mr. Gosin’s employment for any reason, he would be eligible to receive a monthly cash payment equal to $83,333 in exchange for his
non-compete
for up to 24 months; provided that the Company may elect to release Mr. Gosin from his
non-compete
and cease making such payments at any time. If the Company elected to enforce Mr. Gosin’s
non-compete
for the full
24-month
period, the value of such payment would be $2,000,000.
|
(6) |
Mr. Lutnick is also entitled to a tax
gross-up
for excess parachute payments, if any, that would be due in respect of the impact a change in control would have on certain of his outstanding partnership units as stated in footnote (1). The aggregate
tax-gross
up payment upon a termination of employment in connection with a change of control is $49,452,007 when calculated based upon the equity compensation in footnote (1), base salary, bonus, and welfare benefit continuation as of December 31, 2019. The aggregate
tax-gross
up payment upon an extension of employment in connection with a change of control is $45,516,971 when calculated based upon the equity compensation in footnote (1), base salary, bonus, and welfare benefit continuation as of December 31, 2019. The
tax-gross
up payments above would be reduced to $23,397,095 and $19,462,059, respectively, if the value of the regular
(non-preferred)
Newmark Holdings units included in the
tax-gross
up calculation was based on Newmark’s closing stock price of $3.85 on April 27, 2020 and adjusted for the exchange ratio of 0.9461.
|
• | the annual total compensation of the median employee was $81,514; |
• | the annual total compensation of the Chairman, as reported in the Summary Compensation Table, was $5,500,000; and |
• | the ratio of the annual total compensation of the Chairman to the median employee of the Company was approximately 67 to 1. |
• | an annual cash retainer of $100,000, |
• | an annual stipend for the chair of our Compensation Committee of $15,000, and |
• | an annual stipend for the chair of our Audit Committee of $25,000. |
(a)
Name (1)
|
(b)
Fees Earned or Paid in Cash ($) |
|
(c)
Stock Awards ($)(2) |
|
(d)
Option Awards ($)(3) |
|
(e)
Non-Equity
Incentive Plan Compensation ($) |
|
(f)
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
|
(g)
All Other Compensation ($) |
|
(h)
Total ($)(4) |
|
||||||||||||||
Michael Snow
|
150,000
|
50,000
|
—
|
—
|
—
|
—
|
200,000
|
|||||||||||||||||||||
Director
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Virginia S. Bauer
|
135,000
|
50,000
|
—
|
—
|
—
|
—
|
185,000
|
|||||||||||||||||||||
Director
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Peter F. Cervinka
|
158,200
|
50,000
|
—
|
—
|
—
|
—
|
208,200
|
|||||||||||||||||||||
Director
|
|
|
|
|
|
|
|
(1) | Howard Lutnick, our Chairman, is not included in this table as he is an employee of our Company and thus received no compensation for his services as director. The compensation received by Mr. Lutnick as an employee of our Company is shown in the Summary Compensation Table. This table includes compensation paid with respect to 2019. |
(2) |
Reflects the grant date fair value of RSUs granted on September 24, 2019 to each of Messrs. Cervinka and Snow and Ms. Bauer. More information with respect to the calculation of these amounts is included in the footnotes to our consolidated financial statements included in Item 8 of our Annual Report on Form
10-K.
On September 24, 2019, each of Messrs. Cervinka and Snow and Ms. Bauer was granted 5,291 RSUs. As of December 31, 2019, Mr. Cervinka had 10,008 RSUs outstanding; Mr. Snow had 7,548 RSUs outstanding and Ms. Bauer had 10,008 RSUs outstanding.
|
(3) |
No options were granted to
non-employee
directors in 2019. As of December 31, 2019, none of the
non-employee
directors had any options outstanding.
|
(4) | Mr. McIntyre joined the board of directors of the Company effective January 1, 2020 and therefore did not receive compensation for the year ended December 31, 2019. |
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Name
|
Class B
Common Stock |
Class A
Common Stock |
||||||||||||||
|
Shares
|
|
%
|
|
Shares
|
|
%
|
|
||||||||
5% Beneficial Owners
|
|
|
|
|
||||||||||||
Cantor Fitzgerald, L.P.
|
43,877,395
|
(2)
|
99.2
|
(3)
|
43,877,395
|
(4)
|
21.9
|
(5)
|
||||||||
CF Group Management, Inc.(10)
|
44,230,721
|
(6)
|
100.0
|
(3)
|
45,256,333
|
(7)
|
22.4
|
(8)
|
||||||||
Vanguard Group Inc.(1)
|
—
|
—
|
22,144,037
|
14.1
|
||||||||||||
BlackRock, Inc.(1)
|
—
|
—
|
10,341,287
|
6.6
|
||||||||||||
Global Principal Investors, LLC(1)
|
—
|
—
|
8,160,130
|
5.2
|
||||||||||||
Executive Officers and Directors
|
|
|
|
|
||||||||||||
Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Howard W. Lutnick(11)
|
44,230,721
|
(9)
|
100.0
|
(3)
|
56,331,305
|
(12)
|
26.8
|
(13)
|
||||||||
Barry M. Gosin
|
—
|
—
|
4,220,267
|
(14)
|
2.0
|
(15)
|
||||||||||
Stephen M. Merkel
|
—
|
—
|
3,940
|
(16)
|
|
* | ||||||||||
Michael J. Rispoli
|
—
|
—
|
18,123
|
(17)
|
|
* | ||||||||||
Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Michael Snow
|
—
|
—
|
4,769
|
(18)
|
|
* | ||||||||||
Virginia S. Bauer
|
—
|
—
|
2,257
|
(19)
|
|
* | ||||||||||
Peter F. Cervinka
|
—
|
—
|
2,257
|
(20)
|
|
* | ||||||||||
Kenneth A. McIntyre
|
—
|
—
|
—
|
(
21)
|
|
* | ||||||||||
All executive officers and directors as a group (8 persons)
|
44,230,721
|
100.0
|
60,582,918
|
28.8
|
(22)
|
* | Less than 1% |
(1) | Based upon information supplied by directors, executive officers and 5% beneficial owners in filings under Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”). |
(2) | Consists of (a) 20,932,207 shares of our Class B common stock held directly and (b) 22,945,188 shares of our Class B common stock acquirable upon exchange of 24,251,264 Newmark Holdings exchangeable limited partnership units held by Cantor. |
(3) | Percentage based on (a) 21,285,533 shares of our Class B common stock outstanding and (b) 22,945,188 shares of our Class B common stock acquirable upon exchange of 24,251,264 Newmark Holdings exchangeable limited partnership units held by Cantor. |
(4) | Consists of (a) 20,932,207 shares of our Class A common stock acquirable upon conversion of 20,932,207 shares of our Class B common stock held directly by Cantor and (b) 22,945,188 shares of our Class A common stock acquirable upon exchange of 24,251,264 Newmark Holdings exchangeable limited partnership units held by Cantor. |
(5) | Percentage based on (a) 156,701,746 shares of our Class A common stock outstanding as of March 31, 2020, (b) 20,932,207 shares of our Class A common stock acquirable upon conversion of 20,932,207 shares of our Class B common stock held by Cantor, and (c) 22,945,188 shares of our Class A common stock acquirable upon exchange of 24,251,264 Newmark Holdings exchangeable limited partnership units held by Cantor. |
(6) | Consists of (a) 353,326 shares of our Class B common stock held by CFGM, (b) 20,932,207 shares of our Class B common stock held by Cantor, and (c) 22,945,188 shares of our Class B common stock acquirable upon exchange of 24,251,264 Newmark Holdings exchangeable limited partnership units held by Cantor. |
(7) | Consists of (a) 353,326 shares of our Class A common stock acquirable upon conversion of 353,326 shares of our Class B common stock held by CFGM, (b) 951,076 shares of our Class A common stock acquirable upon exchange of 951,076 April 2008 distribution rights by CFGM, receipt of which has been deferred, (c) 74,536 shares of our Class A common stock acquirable upon exchange of 74,536 February 2012 distribution rights by CFGM, receipt of which has been deferred, (d) 20,932,207 shares of our Class A common stock acquirable upon conversion of 20,932,207 shares of our Class B common stock held by Cantor, and (e) 22,945,188 shares of our Class A common stock acquirable upon exchange of 24,251,264 Newmark Holdings exchangeable limited partnership units held by Cantor. |
(8) | Percentage based on (a) 156,701,746 shares of our Class A common stock outstanding as of March 31, 2020, (b) 21,285,533 shares of our Class A common stock acquirable upon conversion of 21,285,533 shares of our Class B common stock held by Cantor and CFGM (c) 22,945,188 shares of our Class A common stock acquirable upon exchange of 24,251,264 Newmark Holdings exchangeable limited partnership units held by Cantor, (d) 951,076 shares of our Class A common stock acquirable upon exchange of 951,076 April 2008 distribution rights by CFGM, receipt of which has been deferred, and (e) 74,536 shares of our Class A common stock acquirable upon exchange of 74,536 February 2012 distribution rights by CFGM, receipt of which has been deferred. |
(9) | Consists of (a) 353,326 shares of our Class B common stock held by CFGM, (b) 20,932,207 shares of our Class B common stock held by Cantor, and (c) 22,945,188 shares of our Class B common stock acquirable upon exchange of 24,251,264 Newmark Holdings exchangeable limited partnership units held by Cantor. |
(10) | CFGM is the managing general partner of Cantor. |
(11) | Mr. Lutnick is the Chairman and Chief Executive Officer of CFGM and also the trustee of an entity that is the sole shareholder of CFGM. CFGM is the managing general partner of Cantor. |
(12) | Mr. Lutnick’s holdings consist of: |
(i) | 2,334,940 shares of our Class A common stock held directly; |
(ii) | 238,608 of our Class A common stock held in Mr. Lutnick’s 401(k) account (as of March 31, 2020); |
(iii) | 1,682,448 shares of our Class A common stock held in various trust, retirement and custodial accounts consisting of (a) 998,907 shares held in Mr. Lutnick’s personal asset trust, of which he is the sole trustee, (b) 301,803 shares held by a trust for the benefit of descendants of Mr. Lutnick and his immediate family (the “Trust”), of which Mr. Lutnick’s wife is one of two trustees and Mr. Lutnick has limited powers to remove and replace such trustees, (c) 107,251 shares held in a Keogh retirement account for Mr. Lutnick, (d) 249,498 shares held by trust accounts for the benefit of Mr. Lutnick and members of his immediate family, (e) 13,268 shares held in other retirement accounts, (f) 7,827 shares held in custodial accounts for the benefit of certain members of Mr. Lutnick’s family under the Uniform Gifts to Minors Act, and (g) 3,894 shares of Class A common stock held in other retirement accounts for Mr. Lutnick’s spouse; |
(iv) | 353,326 shares of our Class A common stock acquirable upon conversion of 353,326 shares of our Class B common stock held by CFGM; |
(v) | 20,932,207 shares of our Class A common stock acquirable upon conversion of 20,932,207 shares of our Class B common stock held by Cantor; |
(vi) | 22,945,188 shares of our Class A common stock acquirable upon exchange of 24,251,264 Newmark Holdings exchangeable limited partnership interests held by Cantor; |
(vii) | 3,591,626 shares of our Class A common stock acquirable upon exchange of 3,591,626 April 2008 distribution rights by Mr. Lutnick, receipt of which has been deferred; |
(viii) | 571,238 shares of our Class A common stock acquirable upon exchange of 571,238 February 2012 distribution rights by Mr. Lutnick, receipt of which has been deferred; |
(ix) | 951,076 shares of our Class A common stock acquirable upon exchange of 951,076 April 2008 distribution rights by CFGM, receipt of which has been deferred; |
(x) | 74,536 shares of our Class A common stock acquirable upon exchange of 74,536 February 2012 distribution rights by CFGM, receipt of which has been deferred; |
(xi) | 746,955 shares of our Class A common stock acquirable upon exchange of 746,955 April 2008 distribution rights by the Trust, receipt of which has been deferred; |
(xii) |
950,057 shares of our Class A common stock acquirable upon exchange of 950,057 April 2008 distribution rights by KBCR, by virtue of Mr. Lutnick being the managing member of KBCR, which is a
non-managing
General Partner of Cantor, receipt of which has been deferred;
|
(xiii) | 133,587 shares of our Class A common stock acquirable upon exchange of 133,587 February 2012 distribution rights by KBCR, receipt of which has been deferred; |
(xiv) | 75,077 shares of our Class A common stock acquirable upon exchange of 75,077 April 2008 distribution rights by LFA, receipt of which has been deferred; |
(xv) | 7,512 shares of our Class A common stock acquirable upon exchange of 7,512 February 2012 distribution rights by LFA, receipt of which has been deferred; |
(xvi) | 278,772 shares of our Class A common stock owned of record by KBCR; |
(xvii) | 16,557 shares of our Class A common stock owned of record by LFA; and |
(xviii) | 447,594 shares of Class A common stock acquirable upon exchange of 473,072 Newmark Holdings exchangeable limited partnership units by Mr. Lutnick. |
(13) | Percentage based on (a) 156,701,746 shares of Class A common stock outstanding as of March 31, 2020, (b) 21,285,533 shares of Class A common stock outstanding acquirable upon conversion of 21,285,533 shares of our Class B common stock held by Cantor and CFGM (c) 22,945,188 shares of Class A common stock acquirable upon exchange of 24,251,264 Newmark Holdings exchangeable limited partnership interests held by Cantor, (d) 3,591,626 shares of our Class A common stock acquirable upon exchange of 3,591,626 April 2008 distribution rights by Mr. Lutnick, receipt of which has been deferred, (e) 571,238 shares of our Class A common stock acquirable upon exchange of 571,238 February 2012 distribution rights by Mr. Lutnick, receipt of which has been deferred, (f) 951,076 shares of our Class A common stock acquirable upon exchange of 951,076 April 2008 distribution rights by CFGM, receipt of which has been deferred, (g) 74,536 shares of our Class A common stock acquirable upon exchange of 74,536 February 2012 distribution rights by CFGM, receipt of which has been deferred, (h) 746,955 shares of our Class A common stock acquirable upon exchange of 746,955 April 2008 distribution rights by the Trust, receipt of which has been deferred, (i) 950,057 shares of our Class A common stock acquirable upon exchange of 950,057 April 2008 distribution rights by KBCR, receipt of which has been deferred, (j) 133,587 shares of our Class A common stock acquirable upon exchange of 133,587 February 2012 distribution rights by KBCR, receipt of which has been deferred, (k) 75,077 shares of our Class A common stock acquirable upon exchange of 75,077 April 2008 distribution rights by LFA, receipt of which has been deferred, (l) 7,512 shares of our Class A common stock acquirable upon exchange of 7,512 February 2012 distribution rights by LFA, receipt of which has been deferred and (m) 447,594 shares of Class A common stock acquirable upon exchange of 473,072 Newmark Holdings exchangeable limited partnership units by Mr. Lutnick. |
(14) | Mr. Gosin’s holdings consists of (a) 2,771,662 shares of our Class A common stock held directly, and (b) 1,448,605 shares of our Class A common stock acquirable upon exchange of 1,531,062 Newmark Holdings exchangeable limited partnership units. |
(15) | Percentage based on (a) 156,701,746 shares of our Class A common stock outstanding as of March 31, 2020, and (b) 1,448,605 shares of our Class A common stock acquirable upon exchange of 1,531,062 Newmark Holdings exchangeable limited partnership units held by Mr. Gosin. |
(16) | Mr. Merkel’s holdings consist of 3,940 shares of our Class A common stock held directly. |
(17) | Mr. Rispoli’s holdings consists of (a) 1,962 shares of our Class A common stock held directly, and (b) 16,161 shares of our Class A common stock acquirable upon exchange of 17,081 Newmark Holdings exchangeable partnership units. |
(18) | Mr. Snow’s holdings consist of (a) 4,757 shares of our Class A common stock held directly, and (b) 12 shares of our Class A common stock held by Mr. Snow’s son. |
(19) | Ms. Bauer’s holdings consist of 2,257 shares of our Class A common stock held directly. |
(20) | Mr. Cervinka’s holdings consist of 2,257 shares of our Class A common stock held directly. |
(21) | Mr. McIntyre does not beneficially own any of our Class A common stock. |
(22) | Percentage based on (a) 156,701,746 shares of our Class A common stock outstanding as of March 31, 2020, (b) 21,285,533 shares of our Class A common stock acquirable upon conversion of 21,285,533 shares of our Class B common stock, (c) 22,945,188 shares of our Class A common stock acquirable upon exchange of 24,251,264 Newmark Holdings exchangeable limited partnership units held by Cantor, (d) 1,912,361 shares of our Class A common stock acquirable upon exchange of 2,021,215 Newmark Holdings exchangeable limited partnership units held by our executive officers and directors, (e) 3,591,626 shares of our Class A common stock acquirable upon exchange of 3,591,626 April 2008 distribution rights by Mr. Lutnick, receipt of which has been deferred, (f) 571,238 shares of our Class A common stock acquirable upon exchange of 571,238 February 2012 distribution rights by Mr. Lutnick, receipt of which has been deferred, (g) 951,076 shares of our Class A common stock acquirable upon exchange of 951,076 April 2008 distribution rights by CFGM, receipt of which has been deferred, (h) 74,536 shares of our Class A common stock acquirable upon exchange of 74,536 February 2012 distribution rights by CFGM, receipt of which has been deferred, (i) 746,955 shares of our Class A common stock acquirable upon exchange of 746,955 April 2008 distribution rights by the Trust, receipt of which has been deferred, (j) 950,057 shares of our Class A common stock acquirable upon exchange of 950,057 April 2008 distribution rights by KBCR, receipt of which has been deferred, (k) 133,587 shares of our Class A common stock acquirable upon exchange of 133,587 February 2012 distribution rights by KBCR, receipt of which has been deferred, (l) 75,077 shares of our Class A common stock acquirable upon exchange of 75,077 April 2008 distribution rights by LFA, receipt of which has been deferred, and (m) 7,512 shares of our Class A common stock acquirable upon exchange of 7,512 February 2012 distribution rights by LFA, receipt of which has been deferred. |
|
Number of securities
to be issued upon exercise of outstanding restricted stock units, options, warrants and rights (a) |
|
Weighted-average
exercise price of outstanding options, warrants and rights (b) |
|
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
|
||||||
Equity Plan (approved by security holders)
|
16,087,054
|
$ |
11.71
|
379,214,656
|
||||||||
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
|||||||||
Total
|
16,087,054
|
$ |
11.71
|
379,214,656
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
• | the principal corporate transactions pursuant to which BGC, BGC Holdings and BGC U.S. OpCo and their respective subsidiaries (other than the Newmark group (defined below), the “BGC group”) transferred to Newmark, Newmark Holdings and Newmark OpCo and their respective subsidiaries (the “Newmark group”) the assets and liabilities of the BGC group relating to BGC’s Real Estate Services business (the “separation”); |
• | the proportional distribution in the separation of interests in Newmark Holdings to holders of interests in BGC Holdings; |
• |
the IPO and certain
pre-IPO
contributions of assets by BGC Partners to Newmark in exchange for additional shares thereof;
|
• | the assumption and repayment of indebtedness by the BGC group and the Newmark group, as further described below; |
|
• |
the
Spin-Off,
including the termination of certain arrangements between the BGC Group and the Newmark Group immediately prior thereto;
|
• | future access to information, records and personnel necessary or appropriate to comply with regulatory requests or inquiries, for the preparation of financial statements or tax returns, or to conduct litigation; and |
• | other agreements governing the relationship between BGC, Newmark and Cantor. |
• | the transferred liabilities; |
• | the failure of any member of the Newmark group or any other person to pay, perform or otherwise promptly discharge any of the transferred liabilities in accordance with their terms, whether prior to, at or after the separation; |
• | any breach by any member of the Newmark group of the Separation and Distribution Agreement or any of the ancillary agreements, other than the transition services agreement or the administrative services agreement; |
• | except to the extent relating to an excluded liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement or arrangement for the benefit of any member of the Newmark group by any member of the BGC Partners group that survives following the separation; and |
• |
any untrue statement or alleged untrue statement of a material fact in our registration statement on Form
S-1
with respect to our IPO other than statements made explicitly in the name of a member of the BGC Partners group (including the reasons of the Board of Directors of BGC Partners for the separation) or specifically relating to the BGC Partners group or the BGC Partners business.
|
• | the excluded liabilities; |
• | the failure of any member of the BGC Partners group or any other person to pay, perform or otherwise promptly discharge any of the excluded liabilities in accordance with their terms, whether prior to, at or after the separation; |
• | any breach by any member of the BGC Partners group of the Separation and Distribution Agreement or any of the ancillary agreements, other than the transition services agreement; |
• | except to the extent relating to a transferred liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement or arrangement for the benefit of any member of the BGC Partners group by any member of the Newmark group that survives following the separation; and |
• |
any untrue statement or alleged untrue statement of a material fact in our registration statement on Form
S-1
with respect to our IPO, but only with respect to statements made explicitly in the name of a member of the BGC Partners group (including the reasons of the Board of Directors of BGC Partners for the separation) or specifically relating to the BGC Partners group or the BGC Partners business.
|
• | a general partnership interest, which is held indirectly by us; |
• | a special voting limited partnership interest, which is held indirectly by us and which entitles us to remove and appoint the general partner of Newmark Holdings; |
• | Newmark Holdings exchangeable limited partnership interests, which are held by Cantor; |
• | Newmark Holdings founding partner interests, which are limited partnership interests that will be issued in the separation in respect of BGC Holdings founding partner interests (which were issued to certain partners in connection with the 2008 separation of BGC Partners from Cantor); and |
• | Newmark Holdings limited partnership interests and units, including REU and AREU interests and working partner interests (including RPU, ARPU, PSI, PSE, APSI, PSU, APSU, LPU and NPSU interests and Preferred Units). |
• | pursuant to the separation or as otherwise contemplated by the Separation and Distribution Agreement or the Newmark Holdings limited partnership agreement; |
• | to Cantor and members of the Cantor group, (1) in connection with a reinvestment in Newmark Holdings or (2) in the event of a termination or bankruptcy of a founding/working partner or limited partnership unit holder or the redemption of a founding/working partner interest or limited partnership unit pursuant to the Newmark Holdings limited partnership agreement; |
• | with respect to Newmark Holdings founding/working partner interests, to an eligible recipient, which means any limited partner or member of the Cantor group or any affiliate, employee service provider or partner thereof, in each case as directed by a Newmark Holdings exchangeable limited partner majority in interest (provided that such person or entity is not primarily engaged in a business that competes with Newmark Holdings or its subsidiaries); |
• | as otherwise agreed by the general partner and a Newmark Holdings exchangeable limited partner interest majority in interest; |
• | pursuant to the Participation Plan; |
• | to any then-current founding/working partner or limited partnership unit holder pursuant to the Newmark Holdings limited partnership agreement; or |
• | to any Newmark Holdings partner in connection with a conversion of an issued unit and interest into a different class or type of unit and interest. |
• | If the legacy BGC Holdings units and legacy Newmark Holdings unit are held by an employee of the BGC group providing services solely to the BGC group, then BGC Partners shall make such determination; |
• | If the legacy BGC Holdings units and legacy Newmark Holdings unit are held by an employee of the Newmark group providing services solely to the Newmark group, then Newmark shall make such determination; and |
• | If the legacy BGC Holdings units and legacy Newmark Holdings unit are held by an employee of the BGC group, the Newmark group or the Cantor group providing services to both the BGC group and the Newmark group, then BGC Partners shall make such determination to the extent that the grant of the exchange right relates to compensation for services by such employee to the BGC group, and Newmark shall make such determination to the extent that the grant of the exchange right relates to compensation for services by such employee to the Newmark group. Grants of exchangeability may be made at any time in the discretion of the relevant service recipient, and future grant practices may differ from prior practices, including without limitation in connection with performance achievement, changes in incentive arrangements, accounting principles, and tax laws (including deductibility of compensation) and other applicable laws. |
• | amend any provisions which require the consent of a specified percentage in interest of the limited partners without the consent of that specified percentage in interest of the limited partners; |
• |
alter the interest of any partner in the amount or timing of distributions or the allocation of profits, losses or credits, if such alteration would either materially adversely affect the economic interest of a partner or would materially adversely affect the value of interests, without the consent of the partners holding at least
two-thirds
of all units, in the case of an amendment applying in substantially similar manner to all classes of interests, or
two-thirds
in interest of the affected class or classes of the partners, in the case of any other amendment; or
|
• | alter the special voting limited partner’s ability to remove a general partner. |
• | a general partnership interest, which is held indirectly by Newmark Holdings; |
• | limited partnership interests, which are held by Newmark and Newmark Holdings; and |
• | a special voting limited partnership interest, which is held indirectly by Newmark Holdings and which entitles the holder thereof to remove and appoint the general partner of Newmark OpCo. |
• | pursuant to the separation; |
• | to Newmark and/or Newmark Holdings and members of their group, as the case may be, in connection with an investment in Newmark OpCo; |
• | to Newmark Holdings or members of its group in connection with a redemption pursuant to the Newmark Holdings limited partnership agreement; |
• | as otherwise agreed by each of the general partner and the limited partners (by affirmative vote of the limited partners holding a majority of the units underlying limited partnership interests outstanding of Newmark OpCo (except that if Newmark Holdings and its group holds a majority in interest and Cantor and its group holds a majority of units underlying the Newmark Holdings exchangeable limited partnership interests, then majority of interest means Cantor) (which we refer to as a “Newmark OpCo majority in interest”)); |
• | to Newmark or Newmark Holdings in connection with a grant of equity by Newmark or Newmark Holdings; and |
• | to any Newmark OpCo partner in connection with a conversion of an issued unit and interest into a different class or type of unit and interest. |
• | amend any provisions which require the consent of a specified percentage in interest of the limited partners without the consent of that specified percentage in interest of the limited partners; |
• |
alter the interest of any partner in the amount or timing of distributions or the allocation of profits, losses or credits, if such alteration would either materially adversely affect the economic interest of a partner or would materially adversely affect the value of interests, without the consent of the partners holding at least
two-thirds
of all units, in the case of an amendment applying in substantially similar manner to all classes of interests, or
two-thirds
in interest of the affected class or classes of the partners, in the case of any other amendment; or
|
• | alter the special voting limited partner’s ability to remove a general partner. |
• |
the Adjustment Factor shall be equal to the Reinvestment Cash divided by the Newmark Current Market Price (as defined in the Separation and Distribution Agreement) as of the day prior to the date on which the adjustment to the Exchange Ratio is made for such fiscal quarter;
provided
|
• |
if, in any subsequent fiscal quarter, the Exchange Ratio shall be further adjusted and the Newmark Current Market Price as of the day prior to the date on which such further adjustment is made is greater than the Newmark Current Market Price used in the bullet above, then the Adjustment Factor for such prior fiscal quarter shall be
re-calculated
using such greater Newmark Current Market Price; and
|
• | administration and benefits services; |
• | employee benefits, human resources and payroll services; |
• | financial and operations services; |
• | internal auditing services; |
• | legal related services; |
• | risk and credit services; |
• | accounting and general tax services; |
• | office space; |
• | personnel, hardware and equipment services |
• | communication and data facilities; |
• | facilities management services; |
• | promotional, sales and marketing services; |
• | procuring of insurance coverage; and |
• | any miscellaneous services to which the parties reasonably agree. |
• | potential acquisitions and dispositions of businesses; |
• | the issuance, acquisition or disposition of securities by us; |
• | the election of new or additional directors to our Board of Directors; |
• | the payment of dividends by us (if any), distribution of profits by Newmark OpCo and/or Newmark Holdings and repurchases of shares of our Class A common stock or purchases of Newmark Holdings limited partnership interests or other equity interests in our subsidiaries, including from Cantor or our executive officers, other employees, partners and others; |
• | any loans to or from us or Cantor |
• | business operations or business opportunities of ours and Cantor’s that would compete with the other party’s business opportunities; |
• | intellectual property matters; |
• | business combinations involving us; and |
• | the nature, quality and pricing of administrative services and transition services to be provided to or by BGC Partners or Cantor or their respective affiliates |
• | such contract, agreement, arrangement or transaction is approved by our Board of Directors or any committee thereof by the affirmative vote of a majority of the disinterested directors, even if the disinterested directors constitute less than a quorum; |
• |
such contract, agreement, arrangement or transaction is approved by our stockholders by the affirmative vote of a majority of the voting power of all of our outstanding shares of capital stock entitled to vote thereon, excluding from such calculation shares of capital stock that are beneficially owned (as such term is defined in Rule
16a-1(a)(2)
promulgated by the SEC under the Exchange Act) by a BGC Partners Company or a Cantor Company, respectively; or
|
• | such contract, agreement, arrangement or transaction, judged according to the circumstances at the time of the commitment, is fair to us. |
• | “BGC Partners Company” means BGC Partners or any of its affiliates (other than us and our subsidiaries); |
• | “Cantor Company” means Cantor or any of its affiliates (other than us and our subsidiaries); |
• | “representatives” means, with respect to any person, the directors, officers, employees, general partners or managing member of such person; and |
• | “corporate opportunity” means any business opportunity that we are financially able to undertake, that is, from its nature, in our lines of business, is of practical advantage to us and is one in which we have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of a BGC Partners Company or a Cantor Company or any of their respective representatives, as the case may be, will be brought into conflict with our self-interest. |
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
|
Year Ended
December 31,
|
|||||||
|
2019
|
|
2018
|
|
||||
Audit fees
|
$ |
2,716,056
|
$ |
2,647,196
|
||||
Audit-related fees
|
206,506
|
223,480
|
||||||
Tax fees
|
750,964
|
—
|
||||||
All other fees
|
—
|
—
|
||||||
Total
|
$
|
3,673,526
|
|
$
|
2,870,676
|
|
||
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Exhibit
Number
|
|
Exhibit Title
|
||
1.1
|
||||
2.1
|
||||
3.1
|
||||
3.2
|
||||
4.1
|
||||
4.2
|
||||
4.3
|
||||
4.4
|
||||
10.1
|
||||
10.2
|
||||
10.3
|
||||
10.4
|
||||
10.5
|
||||
10.6
|
||||
10.7
|
Exhibit
Number
|
|
Exhibit Title
|
||
10.8
|
||||
10.9
|
||||
10.10
|
||||
10.11
|
||||
10.12
|
||||
10.13
|
||||
10.14
|
||||
10.15
|
||||
10.16
|
||||
10.17
|
||||
10.18
|
||||
10.19
|
||||
10.20
|
||||
10.21
|
||||
10.22
|
||||
10.23
|
||||
10.24
|
Exhibit
Number
|
|
Exhibit Title
|
||
10.25
|
||||
10.26
|
||||
10.27
|
||||
10.28
|
||||
10.29
|
||||
21.1
|
||||
23.1
|
||||
31.1
|
||||
31.2
|
||||
31.3
|
||||
31.4
|
||||
32.1
|
||||
101
|
The following materials from Newmark Group, Inc.’s Annual Report on Form
10-K
for the period ended December 31, 2019 are formatted in inline eXtensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows (vi) Notes to the Consolidated Financial Statements, and (vii) Schedule I, Parent Company Only Financial Statements. The XBRL Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the iXBRL document.
|
|||
104
|
The cover page from this Amendment No. 1 to Annual Report on Form
10-K,
formatted in Inline XBRL.
|
Newmark Group, Inc.
|
||
By:
|
/s/ HOWARD W. LUTNICK
|
|
Name:
|
Howard W. Lutnick
|
|
Title:
|
Chairman
|
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