8-K

Date: May 19, 2020

CBRE GROUP, INC.

/s/ DARA A. BAZZANO

Dara A. Bazzano

Senior Vice President, Global Finance and Chief

Accounting Officer

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): May 14, 2020

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

25^th 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)

☐	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 5.07

Submission of Matters to a Vote of Security Holders.

(a)	The Company held its annual meeting of stockholders (the “Annual Meeting”) on May 14, 2020.

(b)	The voting results from the Annual Meeting were as follows:

Each of the following 11 directors was elected to our Board of Directors, to serve until the next annual meeting of stockholders in 2021 or until their respective successors are elected and qualified. Each director received the number of votes set forth below. For each director, there were 11,682,811broker non-votes.


Name	For		Against		Abstain
Brandon B. Boze		281,714,612		9,129,390		619,673
Beth F. Cobert		285,318,850		5,597,081		547,744
Curtis F. Feeny		278,309,707		12,445,326		708,642
Reginald H. Gilyard		288,934,595		1,968,195		560,885
Shira D. Goodman		290,476,628		378,020		609,027
Christopher T. Jenny		288,208,047		2,635,898		619,730
Gerardo I. Lopez		273,940,997		16,964,524		558,154
Robert E. Sulentic		290,411,076		496,924		555,675
Laura D. Tyson		290,177,282		677,411		608,982
Ray Wirta		289,314,691		1,590,806		558,178
Sanjiv Yajnik		289,603,251		1,183,924		676,500

The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2020 was approved by a vote of 291,831,857 shares in favor, 10,814,519 shares against and 500,110 shares abstaining. There were no broker non-votes on this proposal.

The advisory approval of named executive officer compensation for the fiscal year ended December 31, 2019 was approved by a vote of 269,839,212 shares in favor, 17,304,838 shares against and 4,319,625 shares abstaining. There were 11,682,811 broker non-votes on this proposal.

The stockholder proposal regarding the stock ownership threshold necessary for our stockholders to call special stockholders meetings was not approved. This stockholder proposal received a vote of 122,984,048 shares in favor, 167,860,570 shares against and 619,057 shares abstaining. There were 11,682,811 broker non-votes on this proposal.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.