8-K

JONES LANG LASALLE INC (JLL)

8-K 2023-05-25 For: 2023-05-25
View Original
Added on April 04, 2026

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): May 25, 2023

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Jones Lang LaSalle Incorporated

(Exact name of registrant as specified in its charter)

Maryland 001-13145 36-4150422
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.) 200 East Randolph Drive, Chicago, IL 60601
--- --- --- --- --- ---
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 782-5800
Former name or former address, if changed since last report: Not Applicable

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 (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.01 JLL The New York Stock Exchange

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. ☐

Item 5.07  Submission of Matters to a Vote of Security Holders.

On May 25, 2023, Jones Lang LaSalle Incorporated (the "Company") held its Annual Meeting of Shareholders (the "Meeting").

Of the 47,609,204 total shares of common stock of the Company that were issued and outstanding on March 31, 2023, the record date for the Meeting, 44,972,064 shares, constituting 94.46% of the total outstanding shares, were represented in person or by proxy at the Meeting. The matters voted upon at the Annual Meeting and the results of such voting are set forth below based on the information we received on the day of the meeting from our vote tabulator, Broadridge Investor Communications.

1.The twelve nominees for Directors were elected to serve one-year terms to expire at the annual meeting of shareholders in 2024, as follows:

Nominee For Against Abstain
Hugo Bagué 37,768,332 4,653,805 18,791
Matthew Carter, Jr. 40,898,373 1,526,016 16,539
Tina Ju 41,415,373 1,009,237 16,318
Bridget Macaskill 41,380,363 1,045,061 15,504
Deborah H. McAneny 37,851,580 4,573,301 16,047
Siddharth N. Mehta 38,153,926 4,270,960 16,042
Moses Ojeisekhoba 42,148,940 275,412 16,576
Jeetendra I. Patel 40,867,739 1,557,466 15,723
Ann Marie Petach 41,415,468 1,009,855 15,605
Larry Quinlan 41,414,311 1,009,482 17,135
Efrain Rivera 41,414,117 1,010,129 16,682
Christian Ulbrich 42,177,403 247,083 16,442

In the case of each nominee for Director, there were also 2,531,136 broker non-votes.

2.The non-binding advisory proposal regarding executive compensation ("say on pay") was approved by the following shareholder vote:

For Against Abstain
36,461,091 5,931,420 48,417

There were 2,531,136 broker non-votes on this proposal.

3.The frequency of one year for future executive compensation votes was approved by the following shareholder vote:

1 Year 2 Years 3 Years Abstain
41,017,861 4,781 1,400,530 17,756

The Company considered the votes set forth above and other factors, and determined that it will hold future advisory votes on the compensation of named executive officers on an annual basis.

4.The Second Amended and Restated 2019 Stock Award and Incentive Plan was approved by the following shareholder vote:

For Against Abstain
40,525,956 1,888,914 26,058

There were 2,531,136 broker non-votes on this proposal.

5.The appointment of KPMG, LLP to serve as our independent registered accounting firm for the year 2023 was ratified by the following shareholder vote:

For Against Abstain
43,395,786 1,557,991 18,287

SIGNATURES

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.

Dated: May 25, 2023
Jones Lang LaSalle Incorporated
By: /s/ Alan K. Tse
Name: Alan K. Tse
Title: Global Chief Legal Officer