Current Report Filing (8-k)
November 16 2017 - 5:20PM
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): November 14, 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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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(c) On November 14, 2017, the Board of Directors of the Company (the Board) appointed Arlin E. Gaffner as the
Companys Senior Vice President and Chief Accounting Officer, effective November 17, 2017. Mr. Gaffner will also continue to serve as the Chief Financial Officer of the Companys Americas business. Additional information about
Mr. Gaffner may be found in the Companys Current Report on Form
8-K
filed with the Securities and Exchange Commission (the SEC) on October 27, 2017.
Effective November 1, 2017, Mr. Gaffner will earn an annual salary of $400,000 (prorated for any partial periods), be eligible for
an annual target bonus of $400,000 (prorated for any partial periods) and an annual target equity award of $350,000. Mr. Gaffner will also be eligible to receive a $300,000 retention bonus, payable January 31, 2019, subject to the
execution of a standard restrictive covenants agreement.
(d) On November 14, 2017, the Board appointed Sanjiv Yajnik to the
Board, effective November 14, 2017, to serve until the Companys 2018 annual meeting of stockholders. There is no arrangement or understanding between Mr. Yajnik and any other person pursuant to which the Board selected
Mr. Yajnik as a director, and Mr. Yajnik 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 Mr. Yajnik is independent as defined under New York Stock Exchange and SEC rules and guidance as well as under the Boards Corporate Governance Guidelines and its Categorical Independence Standards.
Mr. Yajnik will receive the Companys standard compensation package for
non-employee
directors. A description of this standard compensation package can be found in the Companys definitive proxy statement on Schedule 14A filed with the SEC on April 4, 2017. Mr. Yajnik and the Company will also enter into the
Companys standard form of Indemnification Agreement for members of its Board.
Item 7.01
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Regulation FD Disclosure.
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On November 16, 2017, the Company issued a press
release announcing the appointment of Mr. Yajnik 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, 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
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Financial Statements and Exhibits.
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(d) Exhibits
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: November 16, 2017
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CBRE GROUP, INC.
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By:
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/s/ JAMES R. GROCH
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James R. Groch
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Chief Financial Officer
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