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): August 18, 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”), in connection with the matters described herein.

On August 18, 2022, the Board of Directors of the Company (the “Board”) appointed E.M. Blake Hutcheson to the Board, effective September 1, 2022, to serve until the Company’s 2023 annual meeting of stockholders. There is no arrangement or understanding between Mr. Hutcheson and any other person pursuant to which the Board selected Mr. Hutcheson as a director, and Mr. Hutcheson 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 Mr. Hutcheson 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. Mr. Hutcheson 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 6, 2022. Mr. Hutcheson and the Company will also enter into the Company’s standard form of Indemnification Agreement for members of the Board.

On August 23, 2022, the Company issued a press release announcing the appointment of Mr. Hutcheson 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.

The Company’s Board of Directors has approved an incremental $2.0 billion increase to the Company’s stock repurchase authorization. Such stock repurchase authorization is effective immediately and is in addition to the existing $2.0 billion authorization which has approximately $898.4 million remaining as of July 31, 2022. The Company’s stock repurchase program is expected to be executed through open market transactions, privately negotiated transactions, or in such other manner as determined by the Company, including through plans complying with Rule 10b5-1 under the Exchange Act. The timing of the repurchases and the actual amount repurchased will depend on a variety of factors, including the market price of the Company’s common stock, general market and economic conditions and other factors. The stock repurchase program may be extended, suspended or discontinued at any time without notice.

(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

CBRE Group, Inc. Adds Blake Hutcheson to Board of Directors

Dallas – August 23, 2022 – CBRE Group, Inc. (NYSE:CBRE) today announced that E.M. Blake Hutcheson has been appointed to the company’s Board of Directors, effective September 1, 2022.

Mr. Hutcheson is President and Chief Executive Officer of Ontario Municipal Employees Retirement System (OMERS), one of Canada’s largest defined-benefit pension plans with $120 billion AUM as of year-end 2021.

Mr. Hutcheson brings a strong investment and real estate background to CBRE’s Board. Prior to being named Chief Executive Officer in 2020, he served as OMERS’s President and Chief Pension Officer, with responsibility for the pension business, strategy, communications and public affairs, legal, technology and operations, and asset liability management. Prior to that, he served as President, Chief Executive Officer and Chief Investment Officer of Oxford Properties Group, OMERS’s real estate investment subsidiary with property investments around the world.

Earlier in his career, Mr. Hutcheson was Head of Global Real Estate at Mount Kellett Capital Management, a private equity firm, and Chair and President of CBRE’s operations in Canada and Latin America.

Brandon Boze, CBRE’s Board Chair, said: “Blake is an astute businessman and investor. Our Board will benefit enormously from his varied experience as a real estate investor and operator. We look forward to the strategic thinking and keen insights he will bring to our efforts to drive CBRE’s continued success.”

Mr. Hutcheson said: “I am thrilled to be re-joining CBRE, a company I know intimately both as a client and longtime employee. CBRE is well positioned strategically and operationally to thrive across market cycles, and I look forward to working with my fellow Directors to extend the company’s outstanding track record of growth and excellence in client service.”

Mr. Hutcheson will stand for election at CBRE’s next Annual Stockholder Meeting in Spring 2023. His appointment expands CBRE’s Board to 11 Directors.

He holds an undergraduate degree from the University of Western Ontario, a master’s degree in Real Estate Development from Columbia University and a graduate diploma (with distinction) in International and Comparative Politics from the London School of Economics. He serves on the Board of Algoma Central, an owner/operator of transport vessels, a publicly traded company listed on the Toronto Stock Exchange.

CBRE Press Release

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.