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): December 3, 2004
JONES LANG LASALLE INCORPORATED
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(Exact name of registrant as specified in its charter)
Maryland 001-13145 36-4150422
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(State or other juris- (Commission File (IRS Employer
diction of incorporation) Number) Identification
No.)
200 East Randolph Drive, Chicago, IL 60601
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (312) 782-5800
Not Applicable
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(Former name or former address, if changed since last report.)
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Item 8.01. Other Events: Board of Directors to Put to a Vote of
Shareholders at 2005 Annual Meeting an Amendment to
the Company Charter to Declassify the Board of Directors
The Board of Directors of Jones Lang LaSalle Incorporated (the
"Company") has determined that it will put to a vote of the shareholders of
the Company at its 2005 Annual Meeting an amendment of the Company's
Articles of Incorporation to declassify the Board of Directors. This would
mean that each member of the Board of Directors would stand for election
annually, rather than for three-year terms as is currently the case. The
declassification would be done in a manner that does not affect the
unexpired terms of the Directors who have been previously elected.
The Board of Directors has resolved to take this action after further
consideration of the evolving perspectives and trends with respect to the
declassification issue as a matter of corporate governance and in light of
the vote of the Company's shareholders at its 2004 Annual Meeting, at which
75.6% of the votes cast (representing 59.6% of the total shares
outstanding) were voted in favor of a shareholder proposal to declassify
the Board of Directors. The amendment to eliminate the classification
feature of the current Articles of Incorporation will require the approval
of at least 80% of the total outstanding shares of the Company's Common
Stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: December 3, 2004 JONES LANG LASALLE INCORPORATED
By: /s/ Lauralee E. Martin
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Name: Lauralee E. Martin
Title: Executive Vice President and
Chief Financial Officer
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