filings.toolsCBRE Group 8-K 2025-03-05
Filed 2025-03-07. 1 sections, 5K characters. Original on sec.gov · Markdown · JSON
Form 8-K
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 5, 2025
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.) |
| 2121 North Pearl Street Suite 300 Dallas**,** Texas | 75201 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(214) 979-6100
(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 | ||
| Class A Common Stock, $0.01 par value per share | "CBRE" | New York Stock Exchange |
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. ☐
This Current Report on Form 8-K is filed by CBRE Group, Inc., a Delaware corporation (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.
2025 Compensation for Named Executive Officers
On March 5, 2025, new compensation targets were established for Mr. Sulentic, Ms. Giamartino, and Mr. Queenan as set forth below. Compensation targets for John E. Durburg, our other named executive officer, remained unchanged.
| Long-Term Equity Incentive | |||||||||||
| Name | Base Salary | Annual Performance Award Target | Time Vest Award Target | Core EPS Award Target | Relative TSR Award Target | Total Equity Award Target | |||||
| Robert E. Sulentic, Chair and Chief Executive Officer | $ 1,350,000 | $ 2,700,000 | $ 5,983,333.33 | $ 5,983,333.33 | $ 5,983,333.33 | $ 17,950,000 | |||||
| Emma E. Giamartino, Chief Financial Officer | $ 775,000 | $ 1,160,000 | $ 1,605,000 | $ 1,605,000 | $ 1,605,000 | $ 4,815,000 | |||||
| Daniel G. Queenan, Chief Executive Officer, Trammell Crow Company | $ 775,000 | $ 1,160,000 | $ 1,355,000 | $ 1,355,000 | $ 1,355,000 | $ 4,065,000 |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 5, 2025 and effective as of such date, the Board of Directors of the Company amended and restated the Company’s Amended and Restated By-Laws. Article II, Section 2, which provided for a director term limit of 12 years, has been rescinded.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following documents are attached as exhibits to this Current Report on Form 8-K:
| Exhibit No. | Exhibit Description | |
| 3.1 | Amended and Restated By-Laws of CBRE Group, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 7, 2025 | CBRE GROUP, INC. | |||||
| By: | /s/ EMMA E. GIAMARTINO | |||||
| Emma E. Giamartino | ||||||
| Chief Financial Officer |