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CBRE GROUP, INC. 8-K Report, Material Agreement (Feb 25, 2005)

Reports
Leadership Changes·Material Agreements·Exhibits & Filings
Filing Date
Filed February 25, 2005
Period End
February 23, 2005
Security
CBRE
In the record · 2016–202610-K1110-Q328-K149

CBRE filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 149 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Mar ’17Mar ’17
  2. Leadership change8-K · Apr ’19Apr ’19
  3. Material agreement8-K · Jul ’21Jul ’21
  4. Leadership change8-K · Aug ’25Aug ’25

01—Abstract

Summary

Summary of the 8-K filed February 25, 2005. Cited figures are marked; the original filing is the authoritative source.

CB Richard Ellis Group, Inc. (NYSE: CBG) filed this Form 8-K to disclose a planned CEO succession.

On February 23, 2005, the Board named President W. Brett White, 45, to succeed Ray Wirta, 61, as Chief Executive Officer immediately after the annual stockholders meeting on June 2, 2005. The succession was described as part of a long-established company plan, and the two executives had jointly run the company for several years, with White already overseeing most global operations day to day.

The filing also sets out the terms of a Transition Agreement with Wirta, dated February 22, 2005. Wirta remains an employee and Vice Chairman of the Board for two years, with a $250,000a annual base salary and continued membership on the Executive Committee. Until June 2, 2005, he keeps his current base salary and receives a pro-rata 2005 bonus.

All his stock options and equity plan shares vest in full on June 2, 2005, unless he is terminated for cause or resigns first. If the company terminates him without cause during the employment period, his unvested equity also vests in full. Wirta is bound by non-compete and non-solicitation covenants through June 1, 2007.

For investors, the filing is primarily a leadership-continuity and governance disclosure. It contains no financial results, guidance, or quantified impact on earnings.

The company's stated rationale is that the Insignia integration is complete and the recent IPO was well received, making this a suitable time for the handover. The main items to monitor are execution under new leadership and the cost of the accelerated vesting, which the filing does not quantify.

02—Key points

Key Highlights

  1. Ray Wirta, 61, will step down as CEO after the June 2, 2005 annual stockholders meeting and remain as Vice Chairman and a Board/Executive Committee member for two years.
  2. W. Brett White, 45, currently President and a director since September 2001, will succeed Wirta as CEO, with the CEO and President roles combined at that time.
  3. Wirta's Transition Agreement provides a $250,000 annual base salary during the two-year employment period, plus a pro-rata 2005 bonus through June 2, 2005.
  4. All of Wirta's stock options and equity incentive shares vest in full on June 2, 2005, unless he is terminated for cause or resigns beforehand.
  5. If the company terminates Wirta without cause, his unvested equity vests immediately and his base salary continues through the employment period.
  6. Wirta is bound by non-compete and non-solicitation covenants from June 2, 2005 through June 1, 2007.
  7. The company describes itself as the world's largest commercial real estate services firm by 2004 revenue, with about 13,500 employees and more than 220 offices worldwide.

03—Questions

Frequently Asked Questions

  1. Why is Ray Wirta stepping down as CEO?

    The filing and press release describe the change as part of a long-established succession plan. Wirta said the Insignia integration is complete and the recent IPO was well received, so this was an opportune time to hand over leadership to White. Wirta remains on the Board and serves as Vice Chairman.

  2. Who is taking over as CEO, and what is his background?

    W. Brett White, 45, currently President and a Board member since September 2001, will become CEO after the June 2, 2005 annual meeting. He is a career CB Richard Ellis employee who joined as a salesperson in 1984, became Chairman of the Americas in 1999, and has directly overseen most global operations. He also sits on the board of Mossimo, Inc.

  3. Does the transition have any financial impact on the company?

    The filing does not quantify the cost of the transition. It discloses that Wirta's options and equity shares vest in full on June 2, 2005, and that severance-type protections apply if he is terminated without cause, but it provides no dollar estimates. The $250,000 base salary is the only specified compensation figure.

  4. What restrictions apply to Ray Wirta after he leaves the CEO role?

    From June 2, 2005 through June 1, 2007, Wirta may not directly or indirectly compete with the company's business lines, interfere with client or partner relationships, solicit company employees or consultants, or solicit certain clients or prospective clients in competition with the company.

04—Continue

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