Current Report Filing (8-k)
January 11 2017 - 5:10PM
Edgar (US Regulatory)
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): January 11, 2017
CBRE GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32205
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94-3391143
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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400 South Hope Street, 25
th
Floor, Los Angeles, California
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90071
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(Address of Principal Executive Offices)
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(Zip Code)
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(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12(b))
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
(a) On and effective as of January 11, 2017, the Board of Directors (the Board) of the Company amended and restated the
Companys
by-laws
(the
By-Laws)
to implement proxy access. As amended, the
By-Laws
include a new Article I,
Section 12 permitting a stockholder, or a group of up to 20 stockholders, owning continuously for at least three years a number of shares that constitutes at least 3% of the Companys outstanding shares, to nominate and include in the
Companys proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the
By-Laws.
The amended
By-Laws
also reflect certain conforming and clarifying changes in Article I, Section 11 of the
By-Laws.
The foregoing description is qualified in its entirety by reference to the full text of
the
By-Laws,
a copy of which is filed as Exhibit 3.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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3.1
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Amended and Restated
By-Laws
of CBRE Group, Inc.
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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.
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Date: January 11, 2017
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CBRE GROUP, INC.
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By:
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/s/ GIL BOROK
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Gil Borok
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Deputy Chief Financial Officer and Chief Accounting Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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Amended and Restated
By-Laws
of CBRE Group, Inc.
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