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.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Forms of RSU Grant Notices and Award Agreements under the Amended and Restated 2019 Equity Incentive Plan
On March 5, 2024, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved new forms of grant notices and restricted stock unit (“RSU”) award agreements (collectively, the “RSU Award Agreements”) for RSU awards granted on or after March 5, 2024 under the Company’s Amended and Restated 2019 Equity Incentive Plan (which was previously approved by our stockholders and referred to herein as the “2019 Plan”), pursuant to which the Compensation Committee may grant Time Vesting RSUs, Core EPS Performance Vesting RSUs and Relative TSR Performance Vesting RSUs (together, the “2024 Award Agreements”) to the Company’s named executive officers from time to time, including with respect to the annual equity grant made on March 5, 2024.
Time Vesting RSU Award Agreement. Under the terms of the Time Vesting RSU Award Agreement, Time Vesting RSUs are subject to a four-year vesting period, with 1/4th of the total Time Vesting RSUs vesting on each anniversary of the vesting commencement date.
Core EPS Performance Vesting RSU Award Agreement. Under the terms of the Core EPS Performance Vesting RSU Award Agreement, recipients will receive a “target” number of Core EPS Performance Vesting RSUs. The actual number of Core EPS Performance Vesting RSUs that will vest, subject to the recipient’s continued employment, on the third anniversary of the vesting commencement date will be determined by measuring actual Core EPS versus the threshold, target and maximum Core EPS performance targets for the fiscal year in which the Core EPS Performance Vesting RSU Award is granted.
| | • | | If actual Core EPS is less than the Core EPS threshold performance level, then no Core EPS Performance RSUs will vest. |
| | • | | If actual Core EPS is equal to the Core EPS threshold performance level, then 50% of the target number of Core EPS Performance Vesting RSUs will vest. |
| | • | | If actual core EPS is equal to the target performance level, then the target number of Core EPS Performance Vesting RSUs will vest. |
| | • | | The maximum number of Core EPS Performance RSUs that may become vested under the award is 200% of the target Core EPS Performance Vesting RSU award, and there is linear interpolation between the threshold and target and target and maximum performance levels. |
“Core EPS” is defined as the Company’s core earnings per share, as equitably adjusted by the Compensation Committee for any of the adjustment factors set forth in Section 12(a) of the 2019 Plan and as otherwise determined by the Compensation Committee in its reasonable discretion to be necessary to prevent enlargement or diminution of the benefits or potential benefits intended to be provided pursuant to the award.
Relative TSR Performance Vesting RSU Award Agreement. Under the terms of the Relative TSR Performance Vesting RSU Award Agreement, recipients will receive a “target” number of Relative TSR Performance Vesting RSUs. The actual number of Relative TSR Performance Vesting RSUs that will vest is determined by measuring our cumulative total shareholder return (“TSR”) against the cumulative TSR of each of the 100 companies that, on the vesting commencement date for the award, are in the S&P 500 and are the 50 companies that are ranked immediately higher than the Company plus the 50 companies that are ranked immediately lower than the Company, in each case based on their and the Company’s respective market capitalizations on such vesting commencement date (the “Comparison Group”) over a measurement period commencing on the vesting commencement date and ending on the last day of the January immediately before the third anniversary of vesting commencement date (the “End Date”). For purposes of measuring TSR, the initial value of the Company’s Class A common stock will be the average closing price of such common stock for the 20 trading days immediately preceding the vesting commencement date and the final value of the Company’s Class A common stock will be the average closing price of such common stock for the 20 trading days immediately preceding the End Date (and the value of the common stock of each member of the Comparison Group will be similarly measured). The number of Relative TSR Performance Vesting RSUs that will vest at the end of the measurement period is determined as follows (such number to be determined by linear interpolation if the Company’s performance percentile ranking falls between the percentiles set forth below):
| | | | |
Performance Percentile Ranking | | % of Target Relative TSR
Performance Vesting
RSUs That
Vest | |
less than or equal to 25th percentile | | | 0 | % |
At 50th percentile | | | 100 | % |
75th percentile or greater | | | 175 | % |
