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 2, 2019

 

 

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 the Securities 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.  ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value

$0.0001 per share

  MMI   New York Stock Exchange (NYSE)

 

 

 


Item 2.02.

Results of Operations and Financial Condition.

On May 7, 2019, Marcus & Millichap, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2019. 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 2, 2019, the Company held its 2019 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 2022 Annual Meeting by the votes shown below:

 

     For      Withheld      Broker
Non-Votes
 

George M. Marcus

     33,642,040        899,552        2,232,565  

George T. Shaheen

     33,506,697        1,034,895        2,232,565  

Don C. Watters

     33,809,843        731,749        2,232,565  

In addition, the incumbent members of our board of directors (“Board”), Hessam Nadji, Norma J. Lawrence, Nicholas F. McClanahan and William A. Millichap, will continue to serve as our directors following the Annual Meeting.

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm for 2019

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019 was ratified by the votes shown below:

 

For

  

Against

  

Abstain

  

Broker Non-Votes(1)

36,722,826

   33,456    17,875    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

33,068,554

   1,453,642    19,396    2,232,565

 

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Proposal 4: Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation

The Company’s stockholders cast their votes with respect to the non-binding advisory vote on the frequency of future say-on-pay votes as follows:

 

1 Year

  

2 Years

  

3 Years

  

Abstain

  

Broker Non-Votes

33,558,764

   1,526    961,137    20,165    2,232,565

Based on the results of the vote, and consistent with the Board’s recommendation, the Board has determined to hold a say-on-pay vote every year until the next required non-binding advisory vote on the frequency of holding future say-on-pay votes.

 

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 2019” dated May 7, 2019.

 

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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 7, 2019     By:  

/s/ Martin E. Louie

      Martin E. Louie
      Chief Financial Officer

 

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