false 0001138118 --12-31 0001138118 2023-02-16 2023-02-16





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 16, 2023




(Exact name of registrant as specified in its charter)




Delaware   001-32205   94-3391143

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


2100 McKinney Avenue    
Suite 1250    
Dallas, Texas     75201
(Address of Principal Executive Offices)     (Zip Code)

(214) 979-6100

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





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” or “our”), in connection with the matters described herein.


Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 16, 2023, in connection with the adoption of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Securities and Exchange Commission, certain recent changes to the Delaware General Corporation Law (the “DGCL”) and a periodic review of the Company’s by-laws, our Board of Directors approved an amendment and restatement of our Amended and Restated By-Laws (the “By-Laws” and, as so amended and restated, the “Amended By-Laws”) effective immediately. The Amended By-Laws, among other things:



Modify the provisions relating to adjournment procedures for stockholder meetings and access to the list of stockholders entitled to vote at stockholder meetings, in each case, to reflect recent amendments to the DGCL;



Enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act) at stockholder meetings, including without limitation, by requiring additional disclosures from nominating or proposing stockholders, proposed nominees and other persons associated with nominating or proposing stockholders; and



Address other matters relating to the use of universal proxy cards and solicitations by stockholders pursuant to Rule 14a-19 under the Exchange Act (the “Universal Proxy Rules”) (e.g., providing that the Company may exclude nominations if a stockholder fails to satisfy applicable legal requirements, requiring stockholders intending to use the Universal Proxy Rules to provide reasonable evidence of the satisfaction of the requirements under the Universal Proxy Rules at least seven business days before the applicable meeting, and to use a proxy card color other than white when soliciting proxies from other stockholders).

The foregoing summary of, and the description of the revisions to, the Amended By-Laws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended By-Laws, a copy of which is filed hereto as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits





3.1    Amended and Restated By-Laws of CBRE Group, Inc.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: February 17, 2023   CBRE GROUP, INC.


      Emma E. Giamartino
      Chief Financial Officer