8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2022

CBRE GROUP, INC.

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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

On March 4, 2022, the Board of Directors of the Company (the “Board”) appointed Susan Meaney to the Board, effective March 4, 2022, to serve until the Company’s 2022 annual meeting of stockholders. Ms. Meaney was also appointed to serve as a member of the Audit Committee of the Board. There is no arrangement or understanding between Ms. Meaney and any other person pursuant to which the Board selected Ms. Meaney as a director, and Ms. Meaney 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. Meaney 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. Meaney 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 5, 2021. Ms. Meaney and the Company will also enter into the Company’s standard form of Indemnification Agreement for members of its Board.

On March 7, 2022, the Company issued a press release announcing the appointment of Ms. Meaney 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, 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

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.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Susan Meaney Joins CBRE Group, Inc. Board of Directors

Dallas – March 7, 2022 – CBRE Group, Inc. (NYSE:CBRE) today announced that Susan Meaney has joined the company’s Board of Directors.

Ms. Meaney is an accomplished investor with a deep and varied background in real estate and real assets. She served as Managing Director at Makena Capital Management, where she managed the firm’s real estate and real assets portfolios. She was one of Makena’s founding partners and a member of its Management Committee.

Currently, she serves as a Senior Advisor to KSL Capital Partners, an investor and operator of travel and leisure businesses. She also sits on the Board of Directors of the Hewlett Foundation and KREST (a KKR real estate fund). Earlier in her career, Ms. Meaney was Director of Real Estate and Real Assets Investments for the William & Flora Hewlett Foundation, and prior to that, co-managed the real estate group at the Stanford Management Company. While at Stanford, among other duties, she oversaw the development of more than one million sq. ft. of space in the Stanford Research Park.

Brandon Boze, CBRE’s Board Chair, said: “Susan brings a real estate investor-operator mindset to our Board. Her perspective will be particularly valuable as we accelerate CBRE’s growth across our Real Estate Investments businesses and sustain our market leadership across each of our business segments. We welcome her enthusiastically.”

“As a longtime member of the real estate industry, I’ve had great esteem for CBRE and the platform they’ve built to deliver exemplary services to clients around the world,” said Ms. Meaney. “I’m thrilled to be part of the team and look forward to helping the company continue to raise the standard of excellence for our industry.”

Ms. Meaney will immediately join the CBRE Board’s Audit Committee. She will stand for election at the company’s Annual Stockholder Meeting, to be held later this year. Following the Stockholder Meeting, Laura Tyson will retire from the Board, where she has served since 2010.

Ms. Meaney holds an undergraduate degree, with honors, from Stanford University and earned an MBA from The Tuck School at Dartmouth. She has previously served on the Board of Advisors for the Tuck School at Dartmouth and served on the Dartmouth Investment Committee. Currently, she serves on the Stanford Bing Overseas Study Program Advisory Council and is a Trustee of the Urban Land Institute.

About CBRE Group, Inc.

CBRE Group, Inc. (NYSE:CBRE), a Fortune 500 and S&P 500 company headquartered in Dallas, is the world’s largest commercial real estate services and investment firm (based on 2021 revenue). The company has more than 105,000 employees (excluding Turner & Townsend employees) serving clients in more than 100 countries. CBRE serves a diverse range of clients with an integrated suite of services, including facilities, transaction and project management; property management; investment management; appraisal and valuation; property leasing; strategic consulting; property sales; mortgage services and development services. Please visit our website at www.cbre.com. We routinely post important information on our website, including corporate and investor presentations and financial information. We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in the Investor Relations section of our website at https://ir.cbre.com. Accordingly, investors should monitor such portion of our website, in addition to following our press releases, Securities and Exchange Commission filings and public conference calls and webcasts.