UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 4, 2017

 

 

MARCUS & MILLICHAP, INC.

(Exact name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-36155   35-2478370

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

23975 Park Sorrento, Suite 400

Calabasas, California 91302

(Address of Principal Executive Offices including Zip Code)

(818) 212-2250

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of theSecurities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On May 9, 2017, Marcus & Millichap, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2017. 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 under this Item 2.02, including Exhibit 99.1, neither shall 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 4, 2017, the Company held its 2017 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 directors for a three-year term ending with the 2020 Annual Meeting of Stockholders by the votes shown below:

 

     For      Withheld      Broker Non-Votes  

Hessam Nadji

     35,220,697        87,808        1,362,440  

Norma J. Lawrence

     35,180,474        128,031        1,362,440  

In addition, the incumbent members of our board, George M. Marcus, Nicholas F. McClanahan, William A. Millichap, George T. Shaheen, and Don C. Watters, will continue to serve as our directors following the Annual Meeting.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm for 2017

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017 was ratified by the votes shown below:

 

For

   Against      Abstain      Broker Non-Votes(1)  
36,587,978      50,856        32,111        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: Approval of the Amended and Restated 2013 Omnibus Equity Incentive Plan

The Company’s Amended and Restated 2013 Omnibus Equity Incentive Plan was approved by the votes shown below:

 

For

   Against      Abstain      Broker Non-Votes  
32,465,967      2,700,372        142,166        1,362,440  

 

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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 2017” dated May 9, 2017.

 

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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 9, 2017   By:  

/s/ Martin E. Louie

    Martin E. Louie
    Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit Number

  

Exhibit Title or Description

99.1    Press release issued by the Company entitled “Marcus & Millichap, Inc. Reports Results For First Quarter 2017” dated May 9, 2017.

 

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