8-KLeadership ChangesShareholder MattersCorporate Changes+2

CBRE GROUP, INC. 8-K Report, Executive Changes (May 23, 2018)

Filed May 23, 2018For Securities:CBRE

Summary

This 8-K filing by CBRE Group, Inc. (CBRE) primarily announces the appointment of Dara A. Bazzano as the new Chief Accounting Officer (CAO), effective immediately on May 18, 2018. Ms. Bazzano brings significant accounting experience from her previous roles at The Gap Inc. and as an audit partner at PwC and KPMG. Her compensation package includes a base salary, bonus, equity awards, and relocation/signing bonuses with clawback provisions tied to tenure. Additionally, the filing details the outcome of CBRE's 2018 Annual Meeting of Stockholders held on May 18, 2018. Key outcomes include the approval of an amendment to the company's Certificate of Incorporation, lowering the threshold for stockholders to request a special meeting to 25% of voting power. The election of all ten directors and the ratification of KPMG LLP as the independent registered public accounting firm for 2018 were also approved by stockholders. Advisory approval was given for executive compensation, while a nonbinding stockholder proposal regarding special meeting thresholds did not pass.

Key Highlights

  • 1Dara A. Bazzano appointed as Chief Accounting Officer (CAO).
  • 2Ms. Bazzano has prior experience as CAO at The Gap Inc. and as an Audit Partner at PwC and KPMG.
  • 3Ms. Bazzano's compensation includes a base salary of $475,000, target bonus of $325,000, and target equity of $350,000.
  • 4A one-time equity award of $500,000 and a transition equity award of $500,000 were granted to Ms. Bazzano.
  • 5Stockholders approved an amendment to the Certificate of Incorporation to lower the threshold for requesting special meetings to 25% ownership.
  • 6All ten incumbent directors were elected to the Board.
  • 7KPMG LLP was ratified as the independent registered public accounting firm for 2018.

Frequently Asked Questions

Dara A. Bazzano has been appointed as the new Chief Accounting Officer (CAO) of CBRE Group, Inc., effective immediately on May 18, 2018. She joined the company in April 2018 as Senior Vice President, Global Finance.

The key changes approved were an amendment to the company's Certificate of Incorporation to allow stockholders owning at least 25% of voting power to request a special meeting, and the election of all ten directors. The appointment of KPMG LLP as the independent registered public accounting firm was also ratified.

Ms. Bazzano will receive an annual base salary of $475,000, is eligible for an annual target bonus of $325,000, and an annual target equity award of $350,000. She also received a $500,000 one-time equity award and a $500,000 transition equity award, along with a $50,000 signing bonus and potential $200,000 relocation bonus, subject to repayment if she leaves within three years.

Yes, a nonbinding stockholder proposal regarding the stock ownership threshold necessary for stockholders to call special meetings did not receive majority approval. It was voted against by a higher margin than in favor.