DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

MARCUS & MILLICHAP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

ANNUAL MEETING OF STOCKHOLDERS OF

MARCUS & MILLICHAP, INC.

May 2, 2024

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy

material, statements and other eligible documents online, while reducing costs, clutter and

paper waste. Enroll today via www.astfinancial.com to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS:

The Notice of Meeting, proxy statement and proxy card

are available at http://www.astproxyportal.com/ast/18576

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

LOGO Please detach along perforated line and mail in the envelope provided. LOGO

LOGO ^{20330303030000000000 1
050224}

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS AND “FOR” PROPOSALS 2, 3, 4 AND 5.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

FOR

AGAINST

ABSTAIN

1. Election of three class II directors:

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

☐

FOR ALL NOMINEES

NOMINEES:

LOGO Collete English Dixon

LOGO Lauralee E. Martin

LOGO Nicholas F. McClanahan

☐

WITHHOLD AUTHORITY

FOR ALL NOMINEES

FOR

AGAINST

ABSTAIN

To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

☐

FOR ALL EXCEPT

(See instructions below)

FOR

AGAINST

ABSTAIN

To approve the Amended and Restated 2013 Omnibus Equity Incentive Plan.

☐

FOR

AGAINST

ABSTAIN

To approve the Amended and Restated Employee Stock Purchase Plan.

☐

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: 🌑

To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

In their discretion, the proxies are authorized to vote upon such other business as may
properly come before the Annual Meeting. This proxy when properly executed will be voted
as directed herein by the undersigned Stockholder. If no direction is made, this proxy will be
voted “FOR ALL NOMINEES” in Proposal 1 and “FOR” Proposals 2, 3, 4 and 5.

To change the address on your account, please check the box at the right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

☐

Signature of Stockholder

Date:

Signature of Stockholder

Date:


		Note:		Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders of

MARCUS & MILLICHAP, INC.

To Be Held On:

Thursday, May 2, 2024 at 2:00 p.m. Pacific Time

virtually at https://web.lumiagm.com/204691330 (password: Mm2024)



		COMPANY NUMBER

		ACCOUNT NUMBER

		CONTROL NUMBER

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery, please make the request as instructed below before April 18, 2024.

Please visit http://www.astproxyportal.com/ast/18576, where the following materials are available for view:


				• Notice of Annual Meeting of Stockholders
				• Proxy Statement
				• Form of Electronic Proxy Card
				• Annual Report on Form 10-K

TO OBTAIN				TELEPHONE: 888-Proxy-NA (888-776-9962) or 201-299-6210 (for international callers)
PROXY MATERIALS:				E-MAIL: help@equiniti.com
				WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials

TO VOTE:				ONLINE: To access your online proxy card, please visit www.voteproxy.com and follow the on-screen instructions or scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 p.m. Eastern Time the day before the meeting date. VIRTUALLY AT THE MEETING: The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit https://web.lumiagm.com/204691330 (password: Mm2024) and be sure to have your control number available. TELEPHONE: To vote by telephone, please visit www.voteproxy.com to view the materials and to obtain the toll free number to call. You may vote by telephone until 11:59 p.m Eastern Time the day before the meeting date. MAIL: You may request a proxy card by following the instructions above.



		1. Election of three class II directors.

		2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

		3. To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

		4. To approve the Amended and Restated 2013 Omnibus Equity Incentive Plan.

		5. To approve the Amended and Restated Employee Stock Purchase Plan.

		6. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.



Please note that you cannot use this notice to vote by mail.