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): November 19, 2020

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 November 19, 2020, the Board of Directors of the Company (the “Board”) appointed Oscar Munoz to the Board, effective November 19, 2020, to serve until the Company’s 2021 annual meeting of stockholders. Mr. Munoz is also expected to be appointed to serve as a member of the Audit Committee of the Board. There is no arrangement or understanding between Mr. Munoz and any other person pursuant to which the Board selected Mr. Munoz as a director, and Mr. Munoz 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. Munoz is “independent” as defined under New York Stock Exchange and Securities and Exchange Commission rules and guidance as well as under the Board’s Corporate Governance Guidelines and its Categorical Independence Standards.

Mr. Munoz will participate in the Company’s current non-employee director compensation program. See the section entitled “Director Compensation” in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on April 1, 2020 and the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2020 for descriptions of the director compensation program, which descriptions are incorporated herein by reference. Mr. Munoz will receive a prorated initial cash retainer and equity award based on the length of his service until the next annual meeting. Mr. Munoz and the Company will also enter into the Company’s standard form of Indemnification Agreement for members of its Board.

On November 23, 2020, the Company issued a press release announcing the appointment of Mr. Munoz 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.

(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

UNITED AIRLINES EXECUTIVE CHAIRMAN OSCAR MUNOZ

JOINS CBRE GROUP, INC. BOARD OF DIRECTORS

Dallas, November 23, 2020 – CBRE Group, Inc. (NYSE:CBRE) today announced that Oscar Munoz, Executive Chairman of United Airlines, has joined the company’s Board of Directors.

Before assuming leadership of United’s Board of Directors, Mr. Munoz led the company as its Chief Executive Officer from September 2015 to May 2020. During this time, he guided the airline through a turnaround program marked by top-tier operational reliability and strong growth.

Mr. Munoz previously served as President and Chief Operating Officer of the North American rail-based transportation supplier CSX Corp. He has also held leadership positions at some of the most recognizable global brands, including PepsiCo and Coca-Cola Enterprises, as well as AT&T, where he served as Chief Financial Officer and Vice President of Consumer Services.

Brandon Boze, CBRE’s Board Chair, said: “We are thrilled to have a highly accomplished senior executive like Oscar join our Board. CBRE will benefit significantly from the unique global operating experience, strategic and financial insight, and marketing expertise he brings to our company.”

“CBRE is the gold standard in global commercial real estate,” said Mr. Munoz. “It is an honor to join the CBRE team to help grow its global business and to meet the unique challenges and opportunities ahead of the industry.”

Mr. Munoz has served on the Board of Directors of United Airlines since 2010 and the Board of Directors of Continental Airlines, Inc. from 2004 to 2010.

Mr. Munoz has twice been named one of the “100 Most Influential Hispanics” by Hispanic Business magazine. He earned a bachelor’s degree in business administration from the University of Southern California Marshall School of Business and an MBA from Pepperdine University. He is active in several industry coalitions and educational organizations, including the University of Southern California’s Board of Trustees and the Business Roundtable.

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 2019 revenue). The company has more than 100,000 employees (excluding affiliates) and serves real estate investors and occupiers through more than 530 offices (excluding affiliates) worldwide. CBRE offers a broad range of integrated 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.