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    Marcus & Millichap Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    5/6/25 9:13:42 PM ET
    $MMI
    Real Estate
    Finance
    Get the next $MMI alert in real time by email
    mmi-20250501
    0001578732FALSE00015787322025-05-072025-05-0700015787322025-05-012025-05-01

    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 1, 2025
    __________________________
    MARCUS & MILLICHAP, INC.
    (Exact name of Registrant as Specified in its Charter)
    __________________________
    Delaware001-3615535-2478370
    (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))
    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 shareMMI
    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 7, 2025, Marcus & Millichap, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2025. 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 1, 2025, the Company held its 2025 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 2028 Annual Meeting by the votes shown below:

    ForWithheldBroker Non-Votes
    George M. Marcus.................................................................35,095,4731,228,1241,657,161
    George T. Shaheen.................................................................34,983,4121,340,1851,657,161
    Don C. Watters.......................................................................35,761,401562,1961,657,161
    In addition, the incumbent members of our Board, Collete English Dixon, Lauralee E. Martin, Nicholas F. McClanahan, Norma J. Lawrence and Hessam Nadji will continue to serve as our directors following the Annual Meeting.
    Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm for 2025
    The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025 was ratified by the votes shown below:
    ForAgainstAbstainBroker Non-Votes(1)
    37,820,475144,24016,0430


    (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 to Approve 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:

    ForAgainstAbstainBroker Non-Votes
    33,460,5252,849,31913,7531,657,161







    2



    Proposal 4: Advisory Vote on the Frequency of an Advisory Vote to Approve Executive Compensation
    The non-binding resolution regarding the frequency of an advisory vote to approve executive compensation paid was approved by the votes shown below:

    1 Year2 Years3 YearsAbstainBroker Non-Votes
    34,932,7502,0831,377,35111,4131,657,161
    Based on the stockholders strong preference, the Company will continue to hold a say-on-pay vote every one year.
    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 2025” dated May 7, 2025.
    104Cover Page Interactive Data File—the cover page iXBRL tags are embedded within the Inline XBRL document
    3


    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, 2025
    By:/s/ Steven F. DeGennaro
    Steven F. DeGennaro
    Chief Financial Officer
    4
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