false 0001578732 0001578732 2022-05-03 2022-05-03





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2022




(Exact name of Registrant as Specified in its Charter)




Delaware   001-36155   35-2478370
(State or Other Jurisdiction
of Incorporation)
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))

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


Title of each class




Name of each exchange
on which registered

Common Stock, par value $0.0001 per share   MMI   New York Stock Exchange (NYSE)

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. ☐




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:








Broker Non-Votes(1)

37,941,529   105,548   41,586   0



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:








Broker Non-Votes


  793,609   41,812   1,033,695



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




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.


Date: May 6, 2022     By:  

/s/ Steven F. DeGennaro

      Steven F. DeGennaro
Chief Financial Officer