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): January 11, 2017
CBRE GROUP, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-32205 | | 94-3391143 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 400 South Hope Street, 25th Floor, Los Angeles, California | | 90071 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(213) 613-3333
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 Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12(b)) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On and effective as of January 11, 2017, the Board of Directors (the “Board”) of the Company amended and restated the Company’sby-laws (the“By-Laws”) to implement proxy access. As amended, theBy-Laws include a new Article I, Section 12 permitting a stockholder, or a group of up to 20 stockholders, owning continuously for at least three years a number of shares that constitutes at least 3% of the Company’s outstanding shares, to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in theBy-Laws. The amendedBy-Laws also reflect certain conforming and clarifying changes in Article I, Section 11 of theBy-Laws.
The foregoing description is qualified in its entirety by reference to the full text of theBy-Laws, a copy of which is filed as Exhibit 3.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | |
Exhibit
No. | | Description |
| |
| 3.1 | | Amended and RestatedBy-Laws of CBRE Group, Inc. |
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.
| | | | | | |
| Date: January 11, 2017 | | | | CBRE GROUP, INC. |
| | | |
| | | | By: | | /s/ GIL BOROK |
| | | | | | Gil Borok |
| | | | | | Deputy Chief Financial Officer and Chief Accounting Officer |
EXHIBIT INDEX
| | |
Exhibit
No. | | Description |
| |
| 3.1 | | Amended and RestatedBy-Laws of CBRE Group, Inc. |
