Form 8-K - Current report

false 0001138118 0001138118 2024-07-03 2024-07-03

 

 

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): July 3, 2024

 

 

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)

[phone]

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.

On July 3, 2024, the Board of Directors of the Company (the “Board”) appointed Gunjan Soni to the Board, effective July 15, 2024, to serve until the Company’s 2025 annual meeting of stockholders. There is no arrangement or understanding between Ms. Soni and any other person pursuant to which the Board selected Ms. Soni as a director, and Ms. Soni 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. Soni is “independent” as defined under New York Stock Exchange and Securities and Exchange Commission (“SEC”) rules and guidance as well as under the Board’s Corporate Governance Guidelines and its Categorical Independence Standards. Ms. Soni will receive the Company’s standard compensation package for non-employee directors. A description of this standard compensation package can be found in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 12, 2024. Ms. Soni and the Company will also enter into the Company’s standard form of Indemnification Agreement for members of the Board.

 

Item 7.01

Regulation FD Disclosure.

On July 8, 2024, the Company issued a press release announcing the appointment of Ms. Soni to the Board. A copy of that press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

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
99.1*		Press Release announcing the appointment of Gunjan Soni as a Director of the Company, dated July 8, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*	Furnished herewith.

---

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: July 8, 2024				CBRE GROUP, INC.
				By:		/s/ EMMA E. GIAMARTINO
						Emma E. Giamartino
						Chief Financial Officer

Exhibit 99.1

 

Press Release

 

 

FOR IMMEDIATE RELEASE

 

For further information: Steve Iaco Media 212.984.6535		Chandni Luthra Investors 212.984.8113

Gunjan Soni to Join CBRE Group Board of Directors

Dallas – July 8, 2024 – CBRE Group, Inc. (NYSE: CBRE) today announced that Gunjan Soni, a senior executive with deep technology and international business experience, has been appointed to the company’s Board of Directors, effective July 15.

Ms. Soni is chief executive officer of Zalora, the leading fashion e-commerce platform in Southeast Asia, and chief operating officer of its parent Global Fashion Group (GFG).

“Gunjan brings a strong combination of technological enablement expertise and international business experience to our Board,” said Bob Sulentic, CBRE’s chair and chief executive officer. “Her background will be invaluable as digital enablement plays an increasingly key role in driving real estate solutions and our footprint overseas continues to grow.”

“CBRE holds an impressive position in the commercial real estate market,” Ms. Soni said. “I am looking forward to lending my technology expertise and insights as CBRE charts a course for continued global growth and builds on its leadership position.”

Before joining Zalora, Ms. Soni was an executive officer at companies in India and Singapore and a partner at McKinsey & Company. She brings over 20 years of experience in technology, strategy and the Asian business landscape, starting her career as a software engineer. Ms. Soni was named to Fortune Magazine’s “40 under 40” business leaders in India.

A native of India, Ms. Soni resides in Singapore. She holds a BE in computer science from Government Engineering College Bhopal and an MBA from XLRI Jamshedpur.

About CBRE Group, Inc.

CBRE Group, Inc. (NYSE:CBRE), a Fortune 500 and S&P 500 company headquartered in Dallas, is the world’s largest commercial real estate services and investment firm (based on 2023 revenue). The company has more than 130,000 employees (including Turner & Townsend employees) serving clients in more than 100 countries. CBRE serves a diverse range of clients with an integrated suite of services, including facilities, transaction and project management; property management; investment management; appraisal and valuation; property leasing; strategic consulting; property sales; mortgage services and development services. Please visit our website at www.cbre.com. We routinely post important information on our website, including corporate and investor presentations and financial information. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in the Investor Relations section of our website at https://ir.cbre.com. Accordingly, investors should monitor such portion of our website, in addition to following our press releases, Securities and Exchange Commission filings and public conference calls and webcasts.

Document and Entity Information	Jul. 03, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001138118
Document Type	8-K
Document Period End Date	Jul. 03, 2024
Entity Registrant Name	CBRE GROUP, INC.
Entity Incorporation State Country Code	DE
Entity File Number	001-32205
Entity Tax Identification Number	94-3391143
Entity Address, Address Line One	2121 North Pearl Street
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	(214)
Local Phone Number	979-6100
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, $0.01 par value per share
Trading Symbol	CBRE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

---