Cover Photo: Henrietta House, CBRE’s new Advisory Services office in London, was opened in late 2021.

Design and Architecture: MoreySmith

Photography: MoreySmith, photography in house

April 4, 2023

*Please see page 1 of this Proxy Statement for the many options available to vote your shares and other details on how you can participate in our Annual Meeting.

Notice of 2023 Annual

Meeting of Stockholders

Date: Wednesday, May 17, 2023   Time: 11:00 a.m. (Central Time)   Virtual Meeting Website: www.virtualshareholdermeeting.com/CBRE2023   Record Date: March 20, 2023

Your Vote Matters — How to Vote:

 

		Online   Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voter instruction form or notice.
		Phone   Call 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice.
		Mail   Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.
		Via Webcast During the Annual Meeting   Visit www.virtualshareholdermeeting.com/CBRE2023. You will need the 16-digit number included in your proxy card, voter instruction form or notice. Online access begins at 10:45 a.m. (Central Time).

 

This Proxy Statement and accompanying proxy card are first being made available on or about April 4, 2023. References in this Proxy Statement to “CBRE,” “the company,” “we,” “us” or “our” refer to CBRE Group, Inc. and include all of its consolidated subsidiaries, unless otherwise indicated or the context requires otherwise. References to “the Board” refer to our Board of Directors. A copy of our Annual Report for the fiscal year ended December 31, 2022, including financial statements, is being sent simultaneously with this Proxy Statement to each stockholder who requested paper copies of these materials and will also be available at www.proxyvote.com.

Proxy Summary

Voting   Stockholders of record as of March 20, 2023 may cast their votes in any of the following ways:
Online   Visit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voter instruction form or notice.		Phone   Call 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice.		Mail   Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.		Via Webcast During the Annual Meeting   Visit www.virtualshareholdermeeting.com/CBRE2023. You will need the 16-digit number included in your proxy card, voter instruction form or notice. Online access begins at 10:45 a.m. (Central Time).

Voting Matters and Board Recommendation

Proposals		Board recommendation				Page reference
1. Elect Directors				FOR each nominee		23
2. Ratify the Appointment of Independent Registered Public Accounting Firm for 2023				FOR		37
3. Advisory Vote to Approve Named Executive Officer Compensation for 2022				FOR		40
4. Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation				1 YEAR		41
5. If Properly Presented, Consider a Stockholder Proposal Regarding Executive Stock Ownership Retention				AGAINST		88

Our Corporate Strategy

We aspire to be a world-class company by consistently delivering outcomes for clients and other stakeholders that they cannot get elsewhere. Fundamental to realizing this aspiration is having globally leading lines of business supported by a superior platform. We are focused on enabling our aspiration by:

^* CBRE platform consists of strategy, data, technology, research, people, sustainability, procurement, marketing, communications, corporate development, corporate responsibility, legal, compliance & risk, finance and other disciplines.

Environmental and Social Responsibility

In 2022, we continued to make strides on our environmental, social and governance (ESG) initiatives. As the world’s largest commercial property manager, we believe we are well-positioned to lead our industry in providing market-based climate change solutions that significantly reduce greenhouse gas (GHG) emissions. We developed our Net Zero Roadmap for Corporate Operations to help us achieve our interim science-based targets to reduce our GHG emissions by 2035 and reach our net zero by 2040 goal. Key initiatives include a goal of working toward purchasing 100% renewable energy for our offices and electrifying our vehicle and equipment fleet.

Driving progress on diversity, equity and inclusion at CBRE and in the broader commercial real estate industry is a company-wide priority. In 2022, we spent more than $1.5 billion with diverse suppliers as we work toward our pledge to spend $3 billion with diverse suppliers by the end of 2025. We also partner with organizations through time, talent and funding to expand commercial real estate career opportunities for individuals underrepresented in our industry.

We are committed to providing transparent, meaningful sustainability information to stakeholders and publish information on Sustainability Accounting Standards Board (SASB, now integrated into International Sustainability Standards Board (ISSB)) and Task Force on Climate-related Financial Disclosures (TCFD) in our Corporate Responsibility Report (CR Report). In addition, our CR Report was prepared in accordance with the Global Reporting Initiative (GRI) Standards and we have participated in the United Nations Global Compact (UNGC) and supported its Ten Principles since 2007.

To learn more about our ESG efforts, please view our Corporate Responsibility Report at www.cbre.com/responsibility. The information contained on or available through this website is not a part of, or incorporated by reference into, this Proxy Statement.

Awards & Recognition

In 2022 and early 2023, we were recognized with the following awards and accolades:

Corporate Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability, and helps build public trust in our company. Our governance practices include:

Our Board Nominees

Our Board nominees exhibit a mix of skills, experience, diversity and perspectives:

Name

Age

Director Since

Principal Occupation

Independent

Committees

Other Public Company Boards

Brandon B. Boze Board Chair

42

2012

Partner and President of ValueAct Capital

●

– Executive (Chair)

0

Beth F. Cobert

64

2017

Acting President of the Markle Foundation

●

– Compensation (Chair)

0

Reginald H. Gilyard

59

2018

Senior Advisor to The Boston Consulting Group

●

– Compensation – Corporate Governance and Nominating

3

Shira D. Goodman

62

2019

Advisory Director of Charlesbank Capital Partners

●

– Audit (Chair)

1

E.M. Blake Hutcheson

61

2022

President and Chief Executive Officer of OMERS

●

– Audit – Compensation

1

Christopher T. Jenny

67

2016

Chair and Chief Executive Officer of Jennus Innovation

●

– Corporate Governance and Nominating (Chair)

0

Gerardo I. Lopez

63

2015

Former Executive-in-Residence at Softbank Investment Advisers

●

– Compensation – Corporate Governance and Nominating – Executive

2

Susan Meaney

63

2022

Senior Advisor to KSL Capital Partners

●

– Audit – Corporate Governance and Nominating

1

Oscar Munoz

64

2020

Special Advisor to United Airlines Holdings

●

– Audit – Corporate Governance and Nominating

2

Robert E. Sulentic

66

2012

President and Chief Executive Officer of CBRE

– Executive

0

Sanjiv Yajnik

66

2017

President of Capital One Financial Services

●

– Audit – Compensation

0

2022 Business Highlights

Company Performance and Financial Highlights

2022 was a challenging year for the commercial real estate sector. The year started with strong momentum and we achieved our highest-ever trailing-twelve-month revenue, earnings and free cash flow through the second quarter of 2022. Commercial real estate transaction activity, particularly capital markets activity, slowed significantly in the second half of the year as long-term interest rates more than doubled and credit availability contracted dramatically. Despite these macroeconomic pressures, we were able to achieve core earnings per share growth of 7% for full year 2022. This outcome was driven by several of the more cyclically resilient elements of our business, like outsourcing and property management, and others that are secularly favored such as project management, which continued to grow in the second half of 2022.

Our 2022 financial performance was further supported by disciplined asset allocation. During the year we invested approximately $2.1 billion in share repurchases (repurchasing approximately 22.9 million shares), infill M&A and other strategic investments. Due to our strong free cash flow, we were able to make these investments while still ending the year with virtually no net leverage.

Our share price fell from an all-time high at the outset of 2022, emulating the downward trend in global equity markets amid concerns about rising interest rates and constrained liquidity. Our share price performance, however, did significantly outperform our peer group during 2022, reflecting our financial strength and competitive position within the industry. Despite the decline in 2022, our share price has outperformed the S&P 500 and our peer group over the last 5 years by 34% and 59%, respectively.

Executive Compensation Highlights

Our Pay-for-Performance Compensation Philosophy

Our executive compensation program is designed to:

To do this, we focus a significant percentage of our executive officers’ compensation on both annual and long-term incentive awards intended to drive growth in our business and in our share price in the short- and long-term, with a relatively modest portion of compensation paid in fixed base salary.

2022 Total Target Direct Compensation Mix

The total 2022 target direct compensation mix (which excludes the 2022 CEO Strategic Equity Award) for our Chief Executive Officer (“CEO”) is shown here:

2022 Performance and NEO Compensation

In 2022, we achieved solid financial performance, despite the more than doubling of long-term interest rates, sharp equity market decline and the credit crunch that constrained investment activity for most of the second half. The tougher operating environment led to reduced cash bonuses for nearly all of our named executive officers. Compared with annual cash bonus targets, 2022 cash bonuses awarded to our named executive officers averaged 98% of target, and ranged from 92.4% to 106.2%. One bonus was paid at more than 100% of target, reflecting the resilience of Global Workplace Solutions business.

2021 Core EPS Awards, which were based on our two-year cumulative Core EPS performance during 2021 and 2022, were earned at 200% of target, due to the company’s strong performance in 2021, when revenue, net revenue, earnings and free cash flow all reached all-time highs.

In February 2022, after taking into consideration the company’s performance over multiple years and Mr. Sulentic’s significant contributions during his tenure as CEO, the Compensation Committee increased Mr. Sulentic’s total target annual compensation for 2022 to $18,500,000, comprised of a $1,250,000 base salary, $2,500,000 target performance award and $14,750,000 in a target equity award. In March 2023, as part of the annual target compensation review, the Committee determined that Mr. Sulentic’s total target annual compensation for 2023 will remain the same as for 2022, with no further increases to his target compensation.

In addition, the Committee awarded Mr. Sulentic a one-time strategic equity award (“2022 CEO Strategic Equity Award”) with target grant value of $7,500,000 and a five-year cliff vesting period. Including the 2022 CEO Strategic Equity Award, 95% of Mr. Sulentic’s 2022 compensation package is tied to financial and strategic performance measures and/or total stockholder return. The Committee previously offered Mr. Sulentic a significant strategic equity award in 2017, which Mr. Sulentic declined. Notwithstanding the fact that Mr. Sulentic did not participate in the 2017 program, at that time, Mr. Sulentic entered into the same Restrictive Covenants Agreement with the company as our other named executive officers. Concurrent with the 2022 CEO Strategic Equity Award, Mr. Sulentic voluntarily extended the term of his Restrictive Covenant Agreement through December 31, 2026.

As part of the annual target compensation review, the total annual compensation targets for each of our other named executive officers (except Ms. Giamartino) were also increased to align their compensation with market levels. Ms. Giamartino’s target compensation was not increased because her compensation had been adjusted in late 2021 upon her promotion to Chief Financial Officer.

2022 NEO Total Annual Compensation

Set forth below is the 2022 annual compensation for our named executive officers. The table below differs from the total compensation reported in the Summary Compensation Table in that it excludes the strategic equity awards granted to Mr. Sulentic.

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the company’s sustainability and social responsibility targets, strategies and goals. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the company’s actual results and performance in future periods to be materially different from any future results or performance suggested in forward-looking statements in this Proxy Statement. Any forward-looking statements speak only as of the date of this Proxy Statement and, except to the extent required by applicable securities laws, the company expressly disclaims any obligation to update or revise any of them to reflect actual results, any changes in expectations or any change in events. If the company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in the company’s Annual Report for the year ended December 31, 2022, particularly those under the captions “Cautionary Note on Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in the company’s press releases and other periodic filings with the SEC.

This Proxy Statement contains certain voluntary disclosures regarding our sustainability and social responsibility goals and related matters because we believe these matters are of interest to our investors; however, we do not believe these disclosures are “material” as that concept is defined by or construed in accordance with the securities laws or any other laws of the U.S. or any other jurisdiction, or as that concept is used in the context of financial statements and financial reporting. These disclosures speak only as of the date on which they are made, and we undertake no obligation and expressly disclaim any duty to correct or update such disclosures, whether as a result of new information, future events or otherwise, except as required by applicable law.

Table of Contents

Corporate Governance

Our Corporate Governance framework is designed to strengthen the Board of Directors’ oversight of management and to serve the long-term interests of our stockholders, employees and other stakeholders. Governance is a continuous focus for us, starting with our Board and committees of the Board that meet several times throughout the year, and extending to management and our employees. We are committed to maintaining the highest standards of business conduct and corporate governance.

Governance Highlights

Corporate Governance

Compensation

Stockholder Rights

Governance Policies & Practices

Standards of Business Conduct. Our Board has adopted a Standards of Business Conduct applicable to all directors, officers and employees that states our corporate values and ethical standards, including our commitment to respect, integrity, service and excellence. We are firmly committed to conducting business with the highest integrity and in compliance with the letter and spirit of the law. If the Board grants any waivers from the Standards of Business Conduct to any of our directors or executive officers, or if we amend such policies, we will, if required, disclose these matters through the Investor Relations section of our website on a timely basis.

Corporate Governance Guidelines. Our Board has adopted Corporate Governance Guidelines, which provide a framework within which our Board, assisted by its committees, directs our affairs.

Board Diversity Policy. As part of the search process for a new director, the Corporate Governance and Nominating Committee of our Board, or Governance Committee, will actively seek out women and underrepresented candidates to include in the pool from which Board nominees are chosen and will instruct any search firm engaged for the search to provide a set of candidates that includes both underrepresented people of color and different genders.

Director Overboarding Policy. Our directors who are public company executive officers may serve on no more than two public company boards (including the company’s Board). Directors that are not public company executive officers may serve on no more than five public company boards (including the company’s Board), or to the extent such director is the chair or lead independent director of a public company board, then no more than four public company boards (including the company’s Board). Consideration is also given to the nature of and time involved in a director’s service on other boards (including public company leadership roles) and other outside commitments.

Policy Regarding Transactions with Interested Parties and Corporate Opportunities. Our Board has adopted a related-party transactions and corporate opportunities policy that directs our Audit Committee to review and approve, among other things, potential conflicts of interest between us and our directors and executive officers.

Whistleblower Policy. We have a Whistleblower Policy that directs our Audit Committee to investigate complaints (received directly or through management) regarding:

Equity Award Policy. We have an Equity Award Policy that is designed to maintain the integrity of the equity award process and to ensure compliance with all applicable laws. The Equity Award Policy sets forth the procedures that must be followed in connection with employee awards. Our Equity Award Policy is described in greater detail under the heading “Compensation Discussion and Analysis—Section 6. Compensation Policies and Practices.”

Anti-Corruption Policy. Our global Anti-Corruption Policy contains strict prohibitions on any employee or agent of the company offering or providing anything that could be perceived as a bribe to gain or maintain any business advantage.

Compensation Clawback Policy. We have a policy that permits us, subject to the discretion and approval of our Board, to recover cash-based and performance-based-equity incentive compensation paid to any current or former “Section 16 officer” if there is a restatement of our financial results in certain circumstances. These circumstances are described in greater detail under “Compensation Discussion and Analysis—Section 6. Compensation Policies and Practices.” We intend to amend our policy as necessary to comply with the Securities and Exchange Commission’s (SEC) recently finalized rules on clawbacks once the New York Stock Exchange (NYSE) has adopted its related listing standards.

Stock Ownership Requirements

In order to align the interests of our executives and Board members with the interests of our stockholders, the Compensation Committee has adopted executive officer stock ownership requirements that are applicable to all of our Section 16 officers and our Board has adopted stock ownership requirements for non-employee directors.

Board Structure and Leadership

Our Board currently consists of 11 directors, all of whom have been nominated for re-election.

All of our directors are elected at each annual meeting of stockholders and hold office until the next election. Our Board has authority under our by-laws to fill vacancies and to increase or, upon the occurrence of a vacancy, decrease its size between annual meetings of stockholders.

Since 2001, we have separated the roles of CEO and Chair of the Board in recognition of the differences between the two positions. Our CEO is responsible for setting the strategic direction and overseeing the day-to-day leadership and performance of the company. The Chair of our Board, who is independent of management, provides oversight and guidance to our CEO.

Director Independence

Under our Board’s Corporate Governance Guidelines and the listing standards of the NYSE, our Board must consist of a majority of independent directors. In addition, all members of the Audit Committee, Compensation Committee and Governance Committee must be independent directors as defined by our Corporate Governance Guidelines and NYSE listing standards. Members of the Compensation Committee must also meet applicable NYSE independence requirements for compensation committee members, and members of the Audit Committee must further satisfy a separate SEC independence requirement, which generally provides that they may not (i) accept directly or indirectly any consulting, advisory or other compensatory fee from us or any of our subsidiaries, other than their compensation as directors or members of the Audit Committee or any other committees of our Board or (ii) be an affiliated person of ours.

Our Board regularly conducts a review of possible conflicts of interest and related-party transactions through the use of questionnaires, director self-reporting and diligence conducted by management. This review includes consideration of any investments and agreements between directors and their related persons and the company, including those described under “Related-Party Transactions” in this Proxy Statement, and such person’s beneficial ownership of our securities. The Board has determined that 91% of our director nominees (all except for Mr. Sulentic) are independent in accordance with NYSE listing standards and our Board’s Categorical Independence Standards that it has adopted relating to our director independence. These Categorical Independence Standards are posted on the Corporate Governance section of the Investor Relations page on our website at www.cbre.com. The information contained on or available through this website is not a part of, or incorporated by reference into, this Proxy Statement.

Board Meetings and Committees

Our Board held six meetings during fiscal year 2022 to review significant developments, engage in strategic planning and act on matters requiring Board approval. In 2022, each incumbent director attended at least 75% of our Board meetings and meetings of committees on which he or she served (taken in the aggregate) during the period that he or she served thereon.

Our Board currently has four standing committees that met or acted by written consent during fiscal year 2022: the Audit Committee, the Compensation Committee, the Governance Committee and the Executive Committee.

The following table describes the current members of each of the committees of our Board, and the number of meetings held during fiscal year 2022:

Each committee (other than the Executive Committee) is composed entirely of directors whom our Board has determined to be independent under current NYSE standards. Each committee operates under a charter approved by our Board that sets out the purposes and responsibilities of the committee and that are published in the Corporate Governance section of the Investor Relations page on our website at www.cbre.com. In accordance with our Board’s Corporate Governance Guidelines, our Board and each of the Audit Committee, Compensation Committee and Governance Committee conducts an annual performance self-assessment with the purpose of increasing the effectiveness of our Board and its committees. The responsibilities of our Board committees are described below.

Board Attendance at Annual Meeting of Stockholders

Although the Board understands that there may be situations that prevent a director from attending an annual meeting of stockholders, it is the Board’s policy that all directors should attend these meetings. All of our then-serving directors attended our 2022 annual meeting of stockholders on May 18, 2022.

Independent Director Meetings

Our non-management directors meet in executive session without management present each time the full Board convenes for a regularly scheduled meeting. If our Board convenes for a special meeting, the non-management directors will meet in executive session if circumstances warrant. The Chair of our Board is a non-management director that presides over executive sessions of our Board.

Board Committees

In 2022, as part of an evaluation of directors’ time commitments, the Board implemented a new policy limiting committee chairs to service on one committee. Given the elevated responsibilities of its committee chairs, the Board believes that this new policy will increase director effectiveness and provide opportunities for new directors to take on more responsibility, while maintaining an appropriate committee size.

The Audit Committee provides oversight of our accounting and financial reporting and disclosure processes, the adequacy of the systems of disclosure and internal control established by management, our compliance with legal and regulatory requirements and the audit of our financial statements.

THE AUDIT COMMITTEE ALSO:

All members of the Audit Committee are “financially literate” under NYSE listing standards.

* These two directors meet the SEC’s qualifications for an “audit committee financial expert.”

All members of the Audit Committee are independent within the meaning of SEC regulations, the listing standards of the NYSE and our Board’s Corporate Governance Guidelines, in each case, as such regulations, standards and guidelines apply to audit committee members.

The Compensation Committee oversees the development and administration of our executive compensation policies, plans and programs, including reviewing and approving compensation of our executive officers and any compensation contracts or arrangements with our executive officers.

IN ADDITION, THE COMPENSATION COMMITTEE:

Each Compensation Committee member qualifies as a “non-employee director” for purposes of the Securities Exchange Act of 1934, as amended, or the Exchange Act . All members are “independent” under NYSE listing standards applicable to compensation committee members. All members of the Compensation Committee are independent within the meaning of SEC regulations, the listing standards of the NYSE and our Board’s Corporate Governance Guidelines, in each case, as such regulations, standards and guidelines apply to compensation committee members.

The Corporate Governance and Nominating Committee oversees our Board’s corporate governance procedures and practices, including:

All members are “independent” under NYSE listing standards and rules.

The Executive Committee implements policy decisions of our Board and is authorized to act on our Board’s behalf between meetings of our Board, including by approving certain transactions within dollar thresholds established by our Board.

The Executive Committee also engages in the periodic review of our balance sheet management, borrowings and capital markets activities.

Compensation Committee Interlocks and Insider Participation

None of Ms. Cobert, Messrs. Gilyard, Hutcheson, Lopez and Yajnik (all current members of the Compensation Committee) or Ms. Goodman (who served on the Compensation Committee for a portion of 2022) has ever been an officer or employee of the company or any of its subsidiaries. In addition, during 2022, none of our directors were employed as an executive officer of another entity where any of our executive officers served on that entity’s board of directors or compensation committee (or its equivalent).

Selected Areas of Board Oversight

Oversight of Risk Management

The Board oversees risk management.						Full Board   Our Board regularly reviews information regarding our most significant strategic, operational, financial and compliance risks and is responsible for ensuring that the company has crisis management and business continuity plans in place to deal with potential crises. Our Board maintains direct oversight over our enterprise risk management process rather than delegating this function to a Board or management committee.   Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee chair reports about such risks. These committee chair reports are presented at every regularly scheduled Board meeting.
Company management is charged with managing risk through rigorous risk mitigation activities and strong internal controls.						Management   Our Executive Risk Committee is chaired by our Chief Risk Officer and consists of senior executives representing a cross-section of our lines of business, operational areas and geographic regions. Our Executive Risk Committee is responsible for identifying and assessing our most significant risks. After this identification and assessment process, we assign each of our top risks to an executive-level (typically C-suite) risk owner, who is then charged with developing mitigation action plans which are then presented to the Executive Risk Committee.   Multiple times during the year, our Chief Risk Officer provides a detailed presentation on identified significant risks to the Board or a committee of the Board. Certain risks that are determined to be best managed directly by the Board versus management or that are in areas specific to a particular Board committee expertise are monitored and overseen at the Board or committee level as appropriate.
Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out our Board’s risk oversight function.						The Audit Committee   oversees management of risks related to our financial reports and record-keeping and potential conflicts of interest. They also oversee our risk assessment and risk management processes more generally including major business, financial, information technology risks (including cybersecurity and data security risks), legal and reputational risk exposures, as well as risks related to crisis management and business continuity.   The Audit Committee receives regular reports from our Chief Financial Officer, our Chief Ethics & Compliance Officer, our Head of Internal Audit, our Head of SOX Compliance, our Chief Digital & Technology Officer as well as updates from our General Counsel and Chief Risk Officer on any developments affecting our overall risk profile and on issues of non-compliance and incident management.
						The Compensation Committee   is responsible for overseeing the management of risks relating to our compensation plans and arrangements. For additional information regarding the Compensation Committee’s assessment of our compensation-related risks, please see “Compensation Discussion and Analysis—Section 3. How We Make Compensation Decisions—Compensation Risk Assessment.”		The Governance Committee   manages risks associated with corporate governance practices, investor engagement, Board independence and the composition of our Board and its committees.

Oversight of Strategy

Our Board is responsible for providing governance and oversight over the strategy, operations and management of our company. Each quarter, our Board and management devote a substantial amount of time in strategy-focused meetings discussing strategic issues that are most important to the company. At each regular Board meeting, our Board receives business and strategy updates from leaders across the company and reviews our operating plans and overall financial performance, and provides significant guidance and feedback. Annually, our Board reviews and approves our capital allocation and spending budgets, which are designed to strategically deploy capital intended to facilitate investments required to achieve operational excellence.

Oversight of ESG, Sustainability and Human Capital Management

As part of our Board’s strategic and risk oversight, our Board oversees our ESG strategic planning and risk management policies and procedures. Our Board has made a deliberate decision to retain governance of ESG, sustainability and human capital management matters at the Board level. Our Board chose not to delegate these matters to a specific committee because it believes that these matters are integral to the company’s future success. Throughout the year, our Board receives reports and engages in discussions with management on key ESG and sustainability matters, including progress on sustainability services we provide to clients to meet their commercial real estate sustainability goals, the company’s diversity, equity and inclusion initiatives, and other efforts to be a responsible company in our communities. The Board also receives annual updates on how ESG risk is being addressed, mitigated and managed across the company, including sustainable development considerations that influence market, reputational, operational and political risks.

Oversight of Succession Planning

Our Board reviews management succession and development plans with the CEO on at least an annual basis, and as needed throughout the year. These plans include CEO succession in the event of an emergency or retirement, as well as the succession plans for the CEO’s direct reports and other employees critical to our continued operations and success.

Information Technology/Cyber Security

Information technology and cyber security are critical components of our risk management program. The Audit Committee receives regular, quarterly reports on these matters from our Chief Digital & Technology Officer and our Chief Information Security Officer. These reports include the status of projects to strengthen the company’s security systems and improve cyber readiness, as well as on existing and emerging threat landscapes.

Risk Oversight of IT/Cyber Security

Our information technology and cyber security program is focused on the following areas:

Environmental and Social Responsibility

We are determined to set the pace for our sector on priority environmental and social topics. We recognize the impact we have on our communities, clients, employees and stakeholders—and our focus areas of corporate responsibility are foundational elements that support our aspiration to grow our business responsibly and sustainably.

Our Chief Responsibility Officer, reporting directly to our Chief Executive Officer, oversees and drives progress on key ESG initiatives and reporting, including diversity, equity and inclusion. In February 2023, we hired a Chief Sustainability Officer who oversees our internal and client-facing environmental sustainability initiatives.

In recognition of our progress in ESG, we are the only commercial real estate services provider included in the Dow Jones Sustainability World Index—a feat that we have accomplished for the past four years. In addition, we rose to #4 on Barron’s 100 Most Sustainable Companies in the U.S. list in March 2023, a list we have made for six consecutive years.

Environmental Sustainability

As the world’s largest manager of commercial properties, we believe that we can play an outsized role reimagining the relationship between the built environment and natural world, including through sustainability services in high demand from our clients. We have developed our Net Zero Roadmap for Corporate Operations, outlining four pathways that will help us realize our goal to achieve net zero carbon emissions by 2040: Buildings, Energy, Transport and Procurement. Each pathway includes strategic objectives that will be delivered through near-term actions and program-level strategies. This is supported by our interim science-based targets to reduce our GHG emissions by 68% for our operations, 67% for our investor client portfolio, and 79% for our occupier client portfolio—all by 2035. Key initiatives include purchasing 100% renewable energy for our offices by the end of 2025 and electrifying our vehicle and equipment fleet by the end of 2035.

Our Commitment to Transparency

We are committed to providing transparent, meaningful sustainability information to stakeholders and have published SASB (now integrated into ISSB) and TCFD-aligned disclosures in our CR Report since 2017 and 2019, respectively. In addition, our report was prepared in accordance with GRI Standards and we have participated in the UNGC and supported its Ten Principles since 2007.

Social Responsibility

People are at the center of our strategy to deliver measurably superior outcomes for clients, and therefore we place a high priority on attracting, retaining and developing the best talent. We champion four key values—Respect, Integrity, Service, Excellence—which serve as the foundation upon which our company is built and as a touchstone for how our employees conduct themselves.

Learning and Development

We prioritize and invest in a range of learning and talent development programs designed to enable employees to thrive at CBRE and build their careers. To this end, we leverage a range of different learning approaches including: webinars, live virtual and in-person training, self-paced digital learning, coaching, mentoring and on-the-job projects. To increase diversity, equity and inclusion awareness and adoption, we have curated a learning path focused on essential topics such as bias in all of its forms, cultural competence, communication, allyship, and accountability, as well as how to engage with colleagues and peers. In 2022, we also developed a new training to foster more inclusive behaviors which will be rolled out in 2023.

Workplace Safety and Wellbeing

We drive a culture where safety and wellbeing are integrated into every business decision. We insist on high global standards and leadership accountability, striving to continually improve safety and wellbeing outcomes. Our wellbeing programs focus on five dimensions: occupational, social, environmental, physical and intellectual. In 2022, we hosted our annual Global Safety and Wellbeing Week, themed “Safe and Well Across Every Dimension.” Our “Be Well” campaign supports employee wellbeing through benefits enhancements, information and resources, an internal podcast series and other engagement programs that received external recognition.

Our Continued Covid-19 Response

We continued to develop and implement many initiatives during the Covid-19 pandemic to promote and ensure the safety and wellbeing of our employees, including:

Commitment to Diversity, Equity and Inclusion (“DE&I”)

We believe our company is at its best when people of different backgrounds and life experiences come together to produce great results for our clients, communities and each other. Our strategic priorities include: increasing the diversity of our workforce, strengthening an inclusive culture where everyone is valued and supported in achieving their full potential, and investing in the communities where we live and work. We have many programs and initiatives focused on driving these outcomes. These include building a diverse talent pool and interview process, collaborating with partners to expand career opportunities for talent underrepresented in our industry, and enhancing data analysis and improving technological capabilities to better inform decisions.

We are committed to driving economic impact in the marketplace through our supplier diversity initiatives and spent more than $1.5 billion with diverse suppliers in 2022, with a goal to lift that annual spend to $3.0 billion by the end of 2025. Also, as part of our Community Impact Initiative, we made significant financial contributions to nonprofit organizations that are helping to improve education and career development opportunities for women, racial and ethnic minorities, people with disabilities, individuals who identify as LGBTQ+, and people with military service. These efforts will help to build the pipeline of talent well into the future and enable our workforce to reflect the diversity of our communities. Our employee business resource groups have more than 19,000 members globally and are an essential element of our DE&I activities. They facilitate career and professional development sessions, create networking opportunities, and organize conversations and events on DE&I issues.

We publicly report demographics, including diversity data contained in our EEO-1 Submission, for our U.S. workforce in our CR Report.

Our policies and practices have earned the company a place in the Bloomberg Gender-Equality Index for four consecutive years, the Human Rights Campaign’s Corporate Equality Index for nine consecutive years, the Disability Equality Index, and recognition from the National Minority Supplier Development Council and the Women’s Business Enterprise National Council.

Employee Engagement

Employee engagement is imperative because people are at the center of our strategy. As a services organization, our ability to engage our employees is critical in achieving our goals. Employee engagement is tied to several key organizational outcomes: employee retention; absenteeism and wellness; productivity; safety; client satisfaction and retention; revenue growth and stockholder returns.

In March 2022, we partnered with an external vendor for the fifth time to conduct a worldwide employee engagement survey. CBRE’s “Your Voice” Employee Engagement Survey provided all employees an opportunity to provide confidential feedback about their work experiences. The 2022 survey had a response rate of 83% globally and our results showed an increase in overall employee engagement, up from the previous year. We had top and improved scores in areas of safety and wellbeing; ethics and compliance; diversity, equity and inclusion; supervisor management; client focus; and operating as a socially and environmentally responsible organization. Company leaders are committed to making further gains in these and other key areas through action plans based on employee feedback, and we plan to continue measuring our progress in future surveys.

Communities and Giving

We are committed to supporting and adding value to the communities where our employees live and work around the world, as well as in communities where the need is greatest. In 2022, we launched fundraising programs to support refugees from Ukraine, including affected employees of our Ukraine affiliate, and victims of hurricanes, fires and floods. Our total charitable giving, including employee donations, totaled more than $19 million in 2022, including our Community Impact Initiative, first launched in 2021. We align our philanthropy with the company’s overarching ESG priorities and focus on three main areas: driving climate action solutions, building the workforce of tomorrow by expanding opportunities for underrepresented individuals in our industry and improving our global headquarters city of Dallas. We also encourage our employees to give back by volunteering in our communities.

Public Policy & Political Participation

We prohibit the use of company funds for contributions to political candidates, political parties, or candidate campaigns and we do not have a political action committee. We recognize, however, that some laws might have a significant impact on the quality of services we offer to our clients, our employees in the workplace and the local communities we serve. Our legislative outreach and targeted lobbying activities focus on educating policymakers through data-driven research about the commercial real estate industry with the goal of helping legislators create fact-based, informed policy. We have retained professional lobbyists for local- and state-focused issues such as land use entitlement, business development, community relations, and state-level legislative and administrative rulemaking.

In 2022, we continued to improve our lobbyist tracking and compliance program in the U.S. to maintain a record of company-wide lobbying expenditures to enhance transparency and adhere to the highest ethical standards. Because of these efforts, we were recognized for being in the 90^th percentile on the Center for Political Accountability Zicklin Index of Corporate Political Disclosure and Accountability.

To learn more about our ESG efforts, please view our Corporate Responsibility Report at www.cbre.com/responsibility. The information contained on or available through this website is not a part of, or incorporated by reference into, this Proxy Statement.

Stockholder Engagement

We believe that engagement with our stockholders provide us with a valuable understanding of our stockholders’ perspectives and meaningful opportunities to share our views with them.

Throughout the year, management and members of our Board engage with a significant portion of our stockholders through a variety of forums. Our interactions cover a broad range of governance, financial and business topics. Stockholder feedback is regularly provided to the Board and the company’s management.

A brief description of our stockholder engagement efforts are outlined below.

Communications with our Board

Stockholders and other interested parties may write to the Board Chair (who acts as the lead independent director), the entire Board or any of its members by:

		Mail:   CBRE Group, Inc. c/o Laurence H. Midler, Executive Vice President, General Counsel, Chief Risk Officer and Secretary 2100 McKinney Avenue, Suite 1250 Dallas, Texas 75201				Email:   to larry.midler@cbre.com.

The Board considers stockholder questions and comments to be important and endeavors to respond promptly and appropriately, even though the Board may not be able to respond to all stockholder inquiries directly.

The Board has developed a process to assist with managing inquiries and communications. The General Counsel will review any stockholder communications and will forward to the Chair of our Board, our Board or any of its members a summary and/or copies of any such correspondence that deals with the functions of our Board or committees thereof or that the General Counsel otherwise determines requires their attention. Certain circumstances may require that our Board depart from the procedures described above, such as the receipt of threatening letters or emails or voluminous inquiries with respect to the same subject matter.

Proposal 1:

Elect Directors

Our Board has nominated 11 directors for election at this Annual Meeting to hold office until the next annual meeting and the election of their successors. All of the nominees were selected to serve on our Board based the following criteria:

We believe that all of our director nominees have a reputation for honesty and adherence to high ethical standards. Each agreed to be named in this Proxy Statement and to serve if elected.

Director Nomination Criteria

Our Board seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of our Board’s deliberations and decisions. In nominating candidates, our Board considers a diversified membership in the broadest sense, including multiple directors who are women and directors who identify in one or more of the following categories: racial, ethnic or national origin minorities, people with disabilities, LGBTQ+, and military/veterans. Our Board does not discriminate on the basis of race, color, national origin, gender, religion, disability or sexual orientation or any other category protected by law. When evaluating candidates, our Board considers whether potential nominees possess integrity, accountability, informed judgment, financial literacy, mature confidence and high-performance standards.

Our Board is especially interested in adding candidates over time who are operating executives (particularly current chief executives or other operating executives of other large public companies) or who have a strong technology background and in both cases a passion for building a transformative business on a global basis. Other factors include having directors with international experience, including knowledge of emerging markets or management of business operations and resources that are dispersed across a global platform.

Director Independence

A majority of our Board must be independent under our Corporate Governance Guidelines and New York Stock Exchange (NYSE) listing standards. Also, at least one member of our Audit Committee should have the qualifications and skills necessary to be considered an “Audit Committee Financial Expert” under Section 407 of the Sarbanes-Oxley Act, as defined by the rules of the Securities and Exchange Commission, or SEC.

Director Term Limits

Under our by-laws, our Board may not nominate any non-management director for re-election to the Board if that director has completed 12 years of service as an independent member of the Board on or prior to the date of election to which such nomination relates. No exemptions are permitted. Our Board believes that these restrictions contribute to Board stability, vitality and diversity and help ensure that our Board continuously benefits from a balanced mix of perspectives and experiences.

Our focus on Board refreshment has resulted in the addition of eight new directors since the adoption of the director term limits in December 2015.

Director Service on Other Public Company Boards

Our Board recognizes that service on other public company boards provides directors valuable experience that benefits the company. Our Board also believes, however, that it is critical that directors dedicate sufficient time to their service on the company’s Board. Directors are expected to advise the chair of the Corporate Governance and Nominating Committee of our Board, or the Governance Committee, in advance of accepting an invitation to serve on another board of directors. This allows the Governance Committee to evaluate the impact of the director joining another board based on various factors relevant to the specific situation, including the nature and extent of a director’s other professional obligations, potential conflicts of interest and the time commitment required by the new position.

Our Corporate Governance Guidelines provide that:

The Governance Committee also takes into consideration the nature of and time involved in a director’s service on other boards (including public company leadership roles) and other outside commitments when evaluating the suitability of individual directors. The Governance Committee conducts an annual review of director commitment levels, and affirms that all of our director nominees are compliant with company’s overboarding policy.

Director Resignation Policy Upon Change of Employment

Our Board’s Corporate Governance Guidelines require that directors tender their resignation upon a change of their employment. The Governance Committee will then consider whether the change in employment has any bearing on the director’s ability to serve on our Board, our Board’s goals regarding Board composition or any other factors considered appropriate and relevant. Our Board will then determine whether to accept or reject the tendered resignation.

Majority Voting to Elect Directors

In uncontested elections, directors are elected by a “majority vote” requirement. Under this requirement, in order for a nominee to be elected in an uncontested election, the nominee must receive the affirmative vote of a majority of the votes cast in his or her election (i.e., votes cast “FOR” a nominee must exceed votes cast as “AGAINST”). Votes to “ABSTAIN” with respect to a nominee and broker non-votes are not considered votes cast, and so will not affect the outcome of the nominee’s election. The company maintains a plurality vote standard in contested director elections, where the number of nominees exceeds the number of directors to be elected.

If an incumbent director in an uncontested election does not receive a majority of votes cast for such incumbent’s election, the director is required to submit a letter of resignation to the Board for consideration by the Governance Committee. The Governance Committee is required to promptly assess the appropriateness of such nominee continuing to serve as a director and recommend to the Board the action to be taken with respect to the tendered resignation. The Board will act on the Governance Committee’s recommendation within 90 days of the date of the certification of election results.

Required Vote

This is an uncontested Board election. In order to be elected, each nominee must receive the affirmative vote of a majority of the votes cast on his or her election (i.e., votes cast “FOR” a nominee must exceed votes cast as “AGAINST”). Votes to “ABSTAIN” with respect to a nominee and broker non-votes are not considered votes cast, and so will not affect the outcome of the nominee’s election.

Director Nomination Process

The Governance Committee is responsible for identifying and evaluating potential candidates and recommending candidates to our Board for nomination. They also perform assessments of the skills and experiences needed to properly oversee our interests.

				The Governance Committee regularly reviews the composition of our Board and determines whether the addition of directors with particular experience, skills or characteristics would make our Board more effective. When a need arises to fill a vacancy, or it is determined that a director possessing particular experiences, skills or characteristics would make our Board more effective, the Governance Committee conducts targeted efforts to identify and recruit individuals who have the identified qualifications.   As a part of the search process, the Governance Committee:   •  Will actively seek out women and underrepresented candidates;   •  May consult with other directors and members of our senior management; and   •  May also hire a search firm to assist in identifying and evaluating potential candidates.
				All potential candidates are interviewed by our CEO, our Board Chair, our Governance Committee Chair and, to the extent practicable, the other members of the Governance Committee, and may be interviewed by other directors and members of senior management as desired and as schedules permit.
				The General Counsel:   •  Reviews a director questionnaire submitted by the candidate; and   •  Conducts a background and reference check as appropriate.
				The Governance Committee narrows down the list of final candidates.   The final candidates are interviewed by all remaining directors as schedules permit.   The Governance Committee meets to consider the final candidates and makes its recommendation to the Board to nominate or appoint the new director.

The selection process for candidates is intended to be flexible, and the Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances so warrant. The Governance Committee will also consider candidates recommended to our Board by our stockholders. See “Stockholder Recommendations of Director Candidates” in this Proxy Statement for more information.

Director Nominee Skills and Experience Matrix

Our director nominees bring a well-rounded variety of experiences, qualifications, attributes and skills, and represent a mix of deep knowledge of the company and fresh perspectives. The director nominee skills and experience matrix below summarizes some of the key attributes that our Board has identified as particularly valuable to the effective oversight of our company and the execution of our corporate strategy. This director nominee skills and experience matrix is not intended to be an exhaustive list of each of our director nominees’ skills or contributions to the Board. Further information on each director nominee, including some of their specific experience, qualifications, attributes and skills is included in the biographies on pages 29 to 34 of this Proxy Statement.

Skill

Boze

Cobert

Gilyard

Goodman

Hutcheson

Jenny

Lopez

Meaney

Munoz

Sulentic

Yajnik

Cyber Security

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Finance and Accounting

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Global Business Operations

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Human Capital Management

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M&A

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Other Public Company Board Service

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Real Estate Industry Experience

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Risk Management

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Senior Leadership/CEO

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Sustainability

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Technology and Innovation

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Demographic Background

Board Tenure (Years)

10

6

4

4

<1

7

7

1

2

10

5

Age

42

64

59

62

61

67

63

63

64

66

66

Gender

M

F

M

F

M

M

M

F

M

M

M

Race/Ethnicity

Asian

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Black/African American

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Hispanic/Latino

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White/Caucasian

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