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
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(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 Company’s 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 Board’s Corporate Governance Guidelines and its Categorical Independence Standards.
Ms. Reynolds will receive the Company’s 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 Company’s 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 | ||||