As Filed with the Securities and Exchange Commission on May 29, 2019
Registration No. 333-231572
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CBRE GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 94-3391143 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 400 South Hope Street, 25th Floor Los Angeles, California |
90071 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
CBRE Group, Inc. 2019 Equity Incentive Plan
(Full title of the plan)
Laurence H. Midler
Executive Vice President, General Counsel, Chief Risk Officer and Secretary
CBRE Group, Inc.
400 South Hope Street, 25th Floor
Los Angeles, California, 90071
(Name and address of agent for service)
(213) 613-3333
(Telephone number, including area code, of agent for service)
With a copy to:
William B. Brentani
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, CA 94304
(650) 251-5000
Fax: (650) 251-5002
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” “and emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On May 17, 2019, CBRE Group, Inc. (the “Registrant”) filed a registration statement on Form S-8 (Registration No. 333-231572) (the “Registration Statement”) with the Securities and Exchange Commission registering 9,900,000 shares of Class A common stock, par value $0.01 per share of the Registrant, pursuant to the CBRE Group, Inc. 2019 Equity Incentive Plan (the “2019 Plan”).
The Registrant is hereby amending the Registration Statement solely to correct a clerical error in the copy of the 2019 Plan that was filed as Exhibit 99.1 thereto. The Registrant has included the corrected version of the 2019 Plan as Exhibit 99.1 to this Post-Effective Amendment No. 1. Except as described herein, this Post-Effective Amendment No. 1 does not update, amend or modify any other information, statement or disclosure contained in the Registration Statement.
Item 8. Exhibits.
| Incorporated by Reference | ||||||||||||
| Exhibit |
Exhibit Description |
Form |
SEC File |
Exhibit |
Filing Date |
Filed | ||||||
| 4.1 | Amended and Restated Certificate of Incorporation of CBRE Group, Inc. | 8-K | 001-32205 | 3.1 | 05/23/2018 | |||||||
| 4.2 | Amended and Restated By-Laws of CBRE Group, Inc. | 8-K | 001-32205 | 3.2 | 05/23/2018 | |||||||
| 4.3 | Form of Class A common stock certificate of CBRE Group, Inc. | 10-Q | 001-32205 | 4.1 | 08/09/2017 | |||||||
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP | S-8 | 001-32205 | 5.1 | 05/17/2019 | |||||||
| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm | S-8 | 001-32205 | 23.1 | 05/17/2019 | |||||||
| 23.2 | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1) | S-8 | 001-32205 | 23.2 | 05/17/2019 | |||||||
| 24.1 | Power of Attorney | S-8 | 001-32205 | 24.1 | 05/17/2019 | |||||||
| 99.1+ | CBRE Group, Inc. 2019 Equity Incentive Plan | X | ||||||||||
| + | Denotes a management contract or compensatory arrangement |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on May 29, 2019.
| CBRE GROUP, INC. | ||
| By: | * | |
| Robert E. Sulentic | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Name and Signature |
Title |
Date | ||
| * Robert E. Sulentic |
President, Chief Executive Officer and Director (Principal Executive Officer) |
May 29, 2019 | ||
| * Leah C. Stearns |
Chief Financial Officer (Principal Financial Officer) |
May 29, 2019 | ||
| * Dara A. Bazzano |
Senior Vice President, Global Finance and Chief Accounting Officer (Principal Accounting Officer) |
May 29, 2019 | ||
| * Brandon B. Boze |
Chair of the Board of Directors | May 29, 2019 | ||
| * Beth F. Cobert |
Director | May 29, 2019 | ||
| * Curtis F. Feeny |
Director | May 29, 2019 | ||
| * Reginald H. Gilyard |
Director | May 29, 2019 | ||
| * Shira D. Goodman |
Director | May 29, 2019 | ||
| * Christopher T. Jenny |
Director | May 29, 2019 | ||
| * Gerardo I. Lopez |
Director | May 29, 2019 | ||
| Name and Signature |
Title |
Date | ||
| * Laura D. Tyson |
Director | May 29, 2019 | ||
| * Ray Wirta |
Director | May 29, 2019 | ||
| * Sanjiv Yajnik |
Director | May 29, 2019 | ||
| *By: /s/ LAURENCE H. MIDLER |
| Laurence H. Midler |
| Attorney-in-Fact |