UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 3, 2021, the Company’s board of directors (the “Board”) increased President and Chief Executive Officer (“CEO”) Robert Sulentic’s total target annual compensation to $16,250,000 (comprised of his annual base salary, annual target performance award and annual target equity award).
The Board believes that the increase in Mr. Sulentic’s total target compensation is warranted in light of the Company’s performance over the past several years, and that the structure of his compensation package aligns with long-term shareholder value creation. The Company has had an outstanding track record since Mr. Sulentic became CEO in December 2012, as reflected in strong revenue and earnings growth and share-price appreciation. During Mr. Sulentic’s tenure, the Company has also made significant Environmental, Social and Governance progress, as evidenced by its inclusion in the Dow Jones Sustainability World Index and the Bloomberg Gender-Equality Index, among others.
For 2021, Mr. Sulentic requested, and the Board agreed, that Mr. Sulentic would forego $3.7 million of his total target annual compensation opportunity in light of the ongoing business challenges related to Covid-19. Mr. Sulentic’s full total target annual compensation is expected to be restored in 2022.
Mr. Sulentic agreed to extend his existing Restrictive Covenant Agreement with the Company (currently scheduled to expire on December 1, 2023) through December 31, 2025. Mr. Sulentic’s Restrictive Covenant Agreement provides for one-year post-termination non-competition and non-solicitation covenants in the event of a resignation without good reason or a termination for cause prior to its expiration date.
The components of Mr. Sulentic’s 2020, 2021 and expected 2022 total target compensation are as follows:
| Year |
Base Salary |
Performance Award Target |
Equity Award Target* |
Total | ||||
| 2020 |
$1,000,000 | 200% of Base Salary | $10,650,000 | $13,650,000 | ||||
| 2021 |
$920,000 | 200% of Base Salary | $9,790,000 | $12,550,000 | ||||
| 2022 |
$1,150,000 | 200% of Base Salary | $12,800,000 | $16,250,000 |
| * | The annual equity award target is comprised of one-third time-based Restricted Stock Units and two-thirds performance-based stock units. |
| 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.
| Date: March 9, 2021 | CBRE GROUP, INC. | |||||
| By: | /s/ LEAH C. STEARNS | |||||
| Leah C. Stearns | ||||||
| Chief Financial Officer | ||||||