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): March 10, 2016
CBRE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-32205 | 94-3391143 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
400 South Hope Street, 25th Floor Los Angeles, California |
90071 | |
(Address of Principal Executive Offices) | (Zip Code) |
(213) 613-3333
Registrants 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(b)) |
¨ | 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)) |
This Current Report on Form 8-K is filed by CBRE Group, Inc., a Delaware corporation (which we may refer to as we, us, our or the Company), in connection with the matters described herein:
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On March 10, 2016, the Board of Directors of the Company (the Board) appointed Paula R. Reynolds to the Board, effective March 10, 2016, to serve until the Companys 2016 annual meeting of stockholders. There is no arrangement or understanding between Ms. Reynolds and any other person pursuant to which our Board selected Ms. Reynolds as a director, and Ms. Reynolds has not participated in any related-party transactions with the Company as set forth in Item 404(a) of Regulation S-K. The Board has also determined that Ms. Reynolds is independent as defined under New York Stock Exchange and Securities and Exchange Commission rules and guidance as well as under the Boards Corporate Governance Guidelines and its Categorical Independence Standards.
Ms. Reynolds will receive the Companys standard compensation package for non-employee directors. We described this standard compensation package in our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2015. She and the Company also entered into the Companys standard form of Indemnification Agreement for members of its Board.
Item 7.01 | Regulation FD Disclosure. |
On March 14, 2016, the Company issued a press release announcing the appointment of Ms. Reynolds to the Board. We have attached a copy of that press release as Exhibit 99.1 hereto and incorporate it by reference herein.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Financial Statements and Exhibits
(d) Exhibits
The exhibit listed below is being filed with this Current Report on Form 8-K:
Exhibit |
Description | |
99.1 | Press Release announcing the appointment of Paula R. Reynolds as a Director of the Company, dated March 14, 2016. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 14, 2016 |
CBRE GROUP, INC. | |||
By: |
/s/ GIL BOROK | |||
Gil Borok | ||||
Deputy Chief Financial Officer and Chief Accounting Officer |
Exhibit 99.1
PRESS RELEASE | Corporate Headquarters | |||
400 South Hope Street 25th Floor Los Angeles, CA 90071 www.cbre.com |
FOR IMMEDIATE RELEASE
For further information: |
Steve Iaco Senior Managing Director Investor Relations & Corporate Communications 212.984.6535 |
PAULA REYNOLDS APPOINTED TO CBRE GROUP, INC. BOARD OF DIRECTORS
Los Angeles, March 14, 2016 CBRE Group, Inc. (NYSE:CBG) today announced that Paula R. Reynolds, an accomplished senior executive and highly experienced board member, has been appointed to its Board of Directors.
Ms. Reynolds served as Chief Executive Officer of Safeco Corporation, a Fortune 500 property and casualty insurance company, until its acquisition by Liberty Mutual Group in 2008. She then served as Chief Restructuring Officer at American International Group, overseeing the divestiture of assets and serving as chief liaison with the Federal Reserve Bank of New York. Earlier in her career, she served as Chairman & Chief Executive Officer at AGL Resources, a natural gas operator, and held a variety of other senior executive positions.
Ms. Reynolds has led her own business advisory firm, PreferWest, LLC, since 2009. She currently serves on the Boards of Directors of BP p.l.c., BAE Systems plc and TransCanada Corporation.
Paula is a wonderful addition to our Board, said Ray Wirta, CBREs Chairman of the Board. We will benefit significantly from her extensive, far-reaching experience and proven strategic insight.
I am very pleased to join the CBRE Board, Ms. Reynolds said. The company is the leading firm in commercial real estate services and has a well-established strategy to strengthen its market position. I look forward to working with my fellow directors to help the company continue its success and further build shareholder value.
In 2014, the National Association of Corporate Directors recognized Ms. Reynolds with a lifetime achievement award for exceptional contributions as a board member. She previously served on the Boards of Directors of Anadarko Petroleum Corporation, Delta Air Lines, Inc., Safeco Corporation, Coca-Cola Enterprises, Inc. and Air Products and Chemicals Inc.
Ms. Reynolds chairs the Board of Trustees at the Fred Hutchinson Cancer Research Center. She holds a B.A. degree from Wellesley College.
About CBRE Group, Inc.
CBRE Group, Inc. (NYSE:CBG), a Fortune 500 and S&P 500 company headquartered in Los Angeles, is the worlds largest commercial real estate services and investment firm (in terms of 2015 revenue). The Company has more than 70,000 employees (excluding affiliates), and serves real estate owners, investors and occupiers through more than 400 offices
(excluding affiliates) worldwide. CBRE offers strategic advice and execution for property sales and leasing; corporate services; property, facilities and project management; mortgage banking; appraisal and valuation; development services; investment management; and research and consulting. Please visit our website at www.cbre.com.
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