UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
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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).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 3, 2024, the Board of Directors of the Company (the “Board”) appointed Gunjan Soni to the Board, effective July 15, 2024, to serve until the Company’s 2025 annual meeting of stockholders. There is no arrangement or understanding between Ms. Soni and any other person pursuant to which the Board selected Ms. Soni as a director, and Ms. Soni has not participated in any “related party-transactions” with the Company as set forth in Item 404(a) of Regulation S-K. The Board has also determined that Ms. Soni is “independent” as defined under New York Stock Exchange and Securities and Exchange Commission (“SEC”) rules and guidance as well as under the Board’s Corporate Governance Guidelines and its Categorical Independence Standards. Ms. Soni will receive the Company’s standard compensation package for non-employee directors. A description of this standard compensation package can be found in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 12, 2024. Ms. Soni and the Company will also enter into the Company’s standard form of Indemnification Agreement for members of the Board.
| Item 7.01 | Regulation FD Disclosure. |
On July 8, 2024, the Company issued a press release announcing the appointment of Ms. Soni to the Board. A copy of that press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
The following documents are attached as exhibits to this Current Report on Form 8-K:
| Exhibit No. |
Exhibit Description | |
| 99.1* | Press Release announcing the appointment of Gunjan Soni as a Director of the Company, dated July 8, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Furnished herewith. |
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: July 8, 2024 | CBRE GROUP, INC. | |||||
| By: | /s/ EMMA E. GIAMARTINO | |||||
| Emma E. Giamartino | ||||||
| Chief Financial Officer | ||||||