SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
JONES LANG LASALLE INCORPORATED
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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JONES LANG LASALLE INCORPORATED
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
[LOGO]
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
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April 6, 2001
Dear Stockholder:
I would like to invite you to attend our 2001 annual meeting of
stockholders, which will be held on Monday, May 14, 2001, beginning at
1:30 p.m., local time, in the Indiana Room on Lower Level 1 of the Aon Center,
200 East Randolph Drive, Chicago, Illinois 60601.
The formal notice of the annual meeting and the proxy statement can be found
on the following pages. A copy of our 2000 Annual Report and our Form 10-K for
the year are enclosed for your review. Also enclosed are a proxy card and a
postage-paid return envelope.
To be sure that your shares will be voted at the meeting, please complete
and sign the enclosed proxy card and return it in the enclosed envelope as
promptly as possible. You are encouraged to specify your choices on the matters
indicated. However, it is not necessary to specify your choice on a matter if
you wish to vote in accordance with the recommendation of the Board of
Directors, in which event merely executing and returning the proxy card will be
sufficient.
I hope that you will be able to attend the annual meeting. If you do, you
may vote your shares in person even though you have returned a proxy.
[SIG]
STUART L. SCOTT
Chairman and Chief Executive Officer
JONES LANG LASALLE INCORPORATED
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
[LOGO]
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 2001
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The annual meeting of stockholders of Jones Lang LaSalle Incorporated will
be held on Monday, May 14, 2001, beginning at 1:30 p.m., local time, in the
Indiana Room on Lower Level 1 of the Aon Center, 200 East Randolph Drive,
Chicago, Illinois 60601, for the following purposes:
1. To elect six Directors, one to serve until the 2002 annual meeting of
stockholders and until his successor is elected and qualifies, and five
to serve until the 2004 annual meeting of stockholders and until their
successors are elected and qualify;
2. To approve an amendment to the 1997 Stock Award and Incentive Plan to
increase the number of shares available thereunder from 4,160,000 to
8,610,000;
3. To ratify the appointment of KPMG LLP as Jones Lang LaSalle's
independent auditors for the fiscal year ending December 31, 2001; and
4. To transact such other business as may properly come before the meeting
or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on March 28, 2001 as
the record date for determining the stockholders entitled to receive notice of
and to vote at the annual meeting.
By Order of the Board of Directors
[SIG]
FRITZ E. FREIDINGER
Secretary
Chicago, Illinois
April 6, 2001
ALL STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. STOCKHOLDERS
WHO DO NOT INTEND TO BE PRESENT AT THE MEETING IN PERSON ARE REQUESTED TO SIGN
AND DATE THE ENCLOSED PROXY AND TO RETURN IT IN THE ACCOMPANYING ENVELOPE IN
ORDER THAT THE NECESSARY QUORUM MAY BE ASSURED. ANY PROXY MAY BE REVOKED IN THE
MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT HAS
BEEN VOTED AT THE MEETING.
JONES LANG LASALLE INCORPORATED
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
[LOGO]
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 14, 2001
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors (the "Board") of Jones Lang
LaSalle Incorporated, a Maryland corporation ("Jones Lang LaSalle"), for use at
the annual meeting of Jones Lang LaSalle's stockholders to be held on Monday,
May 14, 2001, beginning at 1:30 p.m., local time, in the Indiana Room on Lower
Level 1 of the Aon Center, 200 East Randolph Drive, Chicago, Illinois, and any
adjournments or postponements thereof (the "Annual Meeting"), for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders.
Jones Lang LaSalle expects to first send this Proxy Statement and the
enclosed form of proxy to stockholders on or about April 6, 2001.
ANNUAL REPORT
The 2000 Annual Report of Jones Lang LaSalle and the Form 10-K for the year
ended December 31, 2000, including financial statements audited by KPMG LLP,
independent auditors, and their report thereon dated January 26, 2001, with
reference to one footnote dated March 16, 2001, are being mailed together with
this Proxy Statement to each of Jones Lang LaSalle's stockholders of record at
the close of business on March 28, 2001 (the "Record Date").
VOTING AT THE ANNUAL MEETING
Only stockholders of record of Jones Lang LaSalle's common stock, $.01 par
value per share (the "Common Stock"), at the close of business on the Record
Date are entitled to notice of and to vote at the Annual Meeting. Each share of
Common Stock is entitled to one vote on all matters voted upon by stockholders
and is entitled to vote for as many persons as there are Directors to be
elected. There were 29,774,135 shares of Common Stock outstanding on the Record
Date held by approximately 4,300 beneficial owners.
Directors will be elected by a plurality of the votes cast at the Annual
Meeting. There is no cumulative voting for Directors. The affirmative vote of a
majority of the total number of votes cast by holders of Common Stock entitled
to vote at the Annual Meeting will be necessary both to approve the amendment to
the 1997 Stock Award and Incentive Plan and to ratify the appointment of KPMG
LLP as Jones Lang LaSalle's independent auditors for 2001.
1
The presence, in person or by properly executed proxy, of the holders of a
majority of the outstanding shares of Common Stock is necessary to constitute a
quorum at the Annual Meeting. Shares of Common Stock represented in person or by
properly executed proxy will be counted for the purpose of determining whether a
quorum is present at the Annual Meeting. Shares which abstain from voting as to
a particular matter will be treated as shares that are present and entitled to
vote at the Annual Meeting for purposes of determining whether a quorum exists,
but will not be counted as votes cast on such matter. Accordingly, in
determining whether director nominees, the amendment to the 1997 Stock Award and
Incentive Plan and the ratification of KPMG LLP have received the requisite
number of affirmative votes, abstentions will have no effect on the voting.
Each valid proxy returned to Jones Lang LaSalle will be voted at the Annual
Meeting as indicated on the proxy or, if no indication is made with respect to a
proposal, in accordance with the recommendations of the Board set forth in this
Proxy Statement. Jones Lang LaSalle does not know of any matters to be presented
at the Annual Meeting other than the proposals referred to on the proxies and
described in this Proxy Statement. However, if any other matters are properly
presented at the Annual Meeting, the persons named on the enclosed form of proxy
intend to vote the shares represented by them in accordance with their best
judgment pursuant to the discretionary authority granted them in the proxies.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i) filing
with the Secretary of Jones Lang LaSalle, before the taking of the vote at the
Annual Meeting, a written notice of revocation bearing a later date than the
proxy, or (ii) duly executing a later-dated proxy relating to the same shares
and delivering it to the Secretary of Jones Lang LaSalle. Notice of revocation
or subsequent proxy should be sent to Jones Lang LaSalle Incorporated, 200 East
Randolph Drive, Chicago, Illinois 60601, Attention: Fritz E. Freidinger,
Secretary, or hand-delivered to the Secretary of Jones Lang LaSalle at or before
the taking of the vote at the Annual Meeting. Facsimiles will not be accepted.
STOCKHOLDER AGREEMENTS
In connection with the acquisition of the property and asset management,
advisory and other real estate businesses operated by a series of partnerships
and corporations in Europe, Asia, Australia, North America and New Zealand under
the name "Jones Lang Wootton" or "JLW" (the "JLW Companies"), each former
beneficial owner of the JLW Companies (the "JLW Shareholders") entered into a
separate stockholder agreement ("Stockholder Agreement") with Jones Lang
LaSalle. In addition, in the cases where a JLW Shareholder is not a natural
person, the employee of the JLW Companies who owns or holds an interest in such
JLW Shareholder (a "Related JLW Owner") entered into a Stockholder Agreement
along with such JLW Shareholder. Unless otherwise agreed, the term of such
Stockholder Agreements commenced upon the closing of the acquisition of the JLW
Companies (the "Closing") and will terminate on the earlier of (i) the first
business day immediately following the fifth annual meeting of stockholders
following March 11, 1999, or (ii) June 1, 2003 (the "Transition Period").
Pursuant to the Stockholder Agreements, each JLW Shareholder and Related JLW
Owner has, among other things, agreed (i) to standstill covenants and covenants
restricting activities affecting the management and corporate control of Jones
Lang LaSalle and (ii) to vote all shares of Common Stock owned by such JLW
Shareholder and Related JLW Owner in favor of persons nominated by the Board and
in accordance with the recommendation of the Board on stockholder proposals and
matters involving a sale or merger of Jones Lang LaSalle which the Board has
recommended against approving.
Each former LaSalle Partners employee stockholder who is a former partner of
DEL-LPL Limited Partnership and DEL-LPAML Limited Partnership, two affiliated
employee partnerships which held approximately 7 million of Jones Lang LaSalle's
shares, has entered into a stockholder agreement (a "DEL Stockholder Agreement")
that contains all the stockholder covenants and voting provisions contained in
the Stockholder Agreements.
2
As a result of the Stockholder Agreements and DEL Stockholder Agreements, as
long as persons who are parties or otherwise subject to such agreements own or
control a majority of the issued and outstanding shares of Common Stock entitled
to vote, all director nominees of the Board will be elected, all sale or merger
transactions opposed by the Board will not be approved and all stockholder
proposals will be decided in accordance with the Board's recommendation.
Approximately 50% of the outstanding Common Stock is currently owned by persons
who are bound by the Stockholder Agreements and the DEL Stockholder Agreements.
PROPOSAL 1
ELECTION OF DIRECTORS
Six Directors, five of the Class I Directors and one of the Class II
Directors, are to be elected at the Annual Meeting. Class I Directors will serve
three-year terms until Jones Lang LaSalle's annual meeting of stockholders in
2004, and the Class II Director will serve a one-year term until Jones Lang
LaSalle's annual meeting of stockholders in 2002, and in each case until their
successors are elected and qualify, or until their earlier death, resignation,
retirement, disqualification or removal.
Pursuant to the purchase agreements relating to the acquisition of the JLW
Companies (the "Purchase Agreements"), during the Transition Period, the Board
will be composed of 14 directors. In connection with the Closing, seven of such
directors (the "LaSalle Partners Directors") were designated by Jones Lang
LaSalle and seven of such directors (the "JLW Directors") were designated by the
JLW Companies. Four of the LaSalle Partners Directors (the "LaSalle Partners
Employee Directors") were executive officers of Jones Lang LaSalle prior to the
Closing and four of the JLW Directors (the "JLW Employee Directors") were
executive officers of the JLW Companies prior to the Closing. The three
remaining LaSalle Partners Directors (the "LaSalle Partners Independent
Directors") and JLW Directors (the "JLW Independent Directors"), respectively,
are required to be independent during the Transition Period. The LaSalle
Partners Employee Directors are currently Mr. Stuart L. Scott, Mr. M.G. Rose,
Mr. Earl E. Webb and Ms. Lynn C. Thurber. Mr. Webb, whose term expires at the
Annual Meeting, has been nominated to stand for reelection as a Class I
Director. Mr. Rose, whose term also expires at the Annual Meeting, will not
stand for reelection, and Mr. William E. Sullivan has been nominated to stand
for election as a Class I Director in his place. Mr. Darryl Hartley-Leonard,
Mr. Thomas C. Theobald and Mr. John R. Walter are currently the LaSalle Partners
Independent Directors. Mr. Hartley-Leonard, whose term expires at the Annual
Meeting, has been nominated to stand for reelection as a Class I Director.
Mr. Christopher A. Peacock, Mr. Michael J. Smith, Mr. Christopher M.G. Brown and
Mr. Clive J. Pickford are currently the JLW Employee Directors. Mr. Smith, whose
term expires at the Annual Meeting, will not stand for reelection, and
Mr. Robert S. Orr has been nominated to stand for election as a Class I Director
in his place. Mr. Pickford will step down from the Board as of the Annual
Meeting and Mr. Robin S. Broadhurst has been nominated to stand for election as
a Class III Director in his place. Professor Henri-Claude de Bettignies,
Mr. Derek A. Higgs and Dr. David K. P. Li are currently the JLW Independent
Directors. Professor de Bettignies, whose term expires at the Annual Meeting,
has been nominated to stand for reelection as a Class I Director.
During the Transition Period, the LaSalle Partners Employee Directors in
office from time to time, together with two or more LaSalle Partners Independent
Directors selected by such LaSalle Partners Employee Directors, will constitute
a nominating committee (the "LaSalle Partners Nominating Committee") with the
powers and duties delegated to such committee in the bylaws of Jones Lang
LaSalle, as amended (the "Amended Bylaws"), and the JLW Employee Directors in
office from time to time, together with two or more JLW Independent Directors
selected by such JLW Employee Directors, will constitute a nominating committee
(the "JLW Nominating Committee") with the powers and duties delegated to such
committee in the Amended Bylaws. Except as otherwise set forth in the Amended
Bylaws, the LaSalle Partners Nominating Committee and the JLW Nominating
Committee (collectively, the "Nominating
3
Committees") will exercise all power and authority of the Board with respect to
the designation of persons as the nominees of the Board for election to, or
designating persons to fill vacancies on, the Board. Any Director elected by the
Board to replace any JLW Director must be nominated by the JLW Nominating
Committee, and any Director elected by the Board to replace any LaSalle Partners
Director must be nominated by the LaSalle Partners Nominating Committee.
During the Transition Period, prior to each meeting of the stockholders of
Jones Lang LaSalle at which the term of office of any LaSalle Partners Director
is expiring or at which any replacement for a LaSalle Partners Director is to be
elected, the LaSalle Partners Nominating Committee may designate a nominee for
election to such position (which designee must be reasonably acceptable to the
JLW Nominating Committee), and prior to each meeting of the stockholders of
Jones Lang LaSalle at which the term of office of any JLW Director is expiring
or at which any replacement for a JLW Director is to be elected, the JLW
Nominating Committee may designate a nominee for election to such position
(which designee must be reasonably acceptable to the LaSalle Partners Nominating
Committee). At all times during the Transition Period, at least three LaSalle
Partners Directors and at least three JLW Directors must be Independent
Directors and at least one JLW Independent Director must have his primary place
of business and residence outside the United Kingdom.
The Nominating Committees of the Board will consider nominees for director
recommended by stockholders, provided that such recommendation is made in
accordance with the requirements set forth in the section headed "Stockholder
Proposals," below.
Each valid proxy returned to Jones Lang LaSalle will be voted at the Annual
Meeting for the six nominees listed below, unless the proxy specifies otherwise.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE SIX
NOMINEES LISTED BELOW. Biographical information for each of the nominees is set
forth under the caption "Management."
NOMINEES
CLASS I (TERM EXPIRING IN 2004)
Henri-Claude de Bettignies
Darryl Hartley-Leonard
Robert S. Orr
William E. Sullivan
Earl E. Webb
CLASS II (TERM EXPIRING IN 2002)
Robin S. Broadhurst
While the Board does not anticipate that any of the nominees will be unable
to stand for election as a Director at the Annual Meeting, if that is the case,
proxies will be voted in favor of such person or persons designated by the
Board.
4
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
Jones Lang LaSalle's Articles of Incorporation, as amended, provide for the
Board to be divided into three classes, as nearly equal in number as possible,
serving staggered terms. The Board currently consists of five Class I Directors
(Messrs. de Bettignies, Hartley-Leonard, Rose, Smith and Webb), five Class II
Directors (Messrs. Scott, Peacock, Li, Pickford and Walter) and four Class III
Directors (Messrs. Brown, Higgs and Theobald and Ms. Thurber). The terms of the
Class I Directors, Class II Directors and Class III Directors will expire upon
the election and qualification of successor Directors at the annual meetings of
stockholders held during the calendar years 2004, 2002 and 2003, respectively.
The following table sets forth certain information with respect to the
Directors who will continue to serve on the Board following the Annual Meeting,
the Director nominees and the executive officers of Jones Lang LaSalle. Jones
Lang LaSalle currently has a fourteen member Board, which includes six Directors
who are not employed by Jones Lang LaSalle and its subsidiaries ("Non-Executive
Directors").
NAME AGE POSITION
---- -------- --------
Stuart L. Scott...................... 63 Chairman of the Board of Directors, Chief Executive
Officer and Director
Christopher A. Peacock............... 55 President, Deputy Chief Executive Officer, Chief
Operating Officer and Director
Robin S. Broadhurst.................. 54 Chairman of Europe and Director Nominee
Christopher M. G. Brown.............. 54 Executive Chairman of Asia Pacific and Director
Lynn C. Thurber...................... 53 Chief Executive Officer of LaSalle Investment Management
and Director
Earl E. Webb......................... 44 Chief Executive Officer of the Americas and Director
Robert S. Orr........................ 41 Chief Executive Officer of Europe and Director Nominee
William E. Sullivan.................. 46 Executive Vice President -- Capital Investments and
Technology and Director Nominee
Henri-Claude de Bettignies........... 62 Director
Darryl Hartley-Leonard............... 55 Director
Derek A. Higgs....................... 56 Director
David K.P. Li........................ 62 Director
Thomas C. Theobald................... 63 Director
John R. Walter....................... 54 Director
Peter Barge.......................... 50 Chairman and Chief Executive Officer of Jones Lang
LaSalle Hotels
Fritz E. Freidinger.................. 36 Vice President, Global General Counsel and Secretary
Michael E. Harper.................... 44 Executive Vice President and Global Director of Human
Resources
John G. Minks........................ 45 Chief Executive Officer of Global Client Services
Peter C. Roberts..................... 40 Executive Vice President and Chief Financial Officer
Nicholas J. Willmott................. 40 Senior Vice President and Global Controller
5
The following is a biographical summary of the experience of the Directors
who will continue to serve on the Board following the Annual Meeting, the
Director Nominees and the executive officers of Jones Lang LaSalle.
STUART L. SCOTT. Mr. Scott has been Chairman of the Board of Directors,
Chief Executive Officer and a Director of Jones Lang LaSalle since its
incorporation in April 1997 and a member of Jones Lang LaSalle's Management
Executive Committee since March 1999. Previously, he was Chief Executive Officer
and Chairman of LaSalle Partners Limited Partnership and LaSalle Partners
Management Limited Partnership (the "Predecessor Partnerships") from
December 1992 until 1997. Prior to December 1992, Mr. Scott was President of the
Predecessor Partnerships for more than 15 years and Co-Chairman of the
Management Committee from January 1990 to December 1992. Mr. Scott originally
joined the Predecessor Partnerships in 1973. He is a member of the boards of
directors of Hartmarx Corporation, a clothing manufacturing company, and LaSalle
Hotel Properties, a real estate investment trust. He holds a B.A. from Hamilton
College and a J.D. from Northwestern University.
CHRISTOPHER A. PEACOCK. Mr. Peacock has been the President, Deputy Chief
Executive Officer, Chief Operating Officer, Chairman of Jones Lang LaSalle's
Management Executive Committee and a Director of Jones Lang LaSalle since March
1999. Mr. Peacock was International Chief Executive Officer of the JLW Companies
from September 1997 through March 1999, having previously been the European
Chief Executive Officer since June 1996. From November 1992 to June 1996,
Mr. Peacock served concurrently as Managing Partner for the Continent of Europe
and as Chairman of Leasing and Agency in England. He became a member of the JLW
Companies' Executive Board for the Continent of Europe in June 1985.
Mr. Peacock originally joined JLW England as an employee in 1972 and was made a
partner in 1974. Mr. Peacock is a Fellow of the Royal Institution of Chartered
Surveyors. He was educated at Wellington College, Berkshire, England.
ROBIN S. BROADHURST. Mr. Broadhurst has been Chairman of Europe since
September 2000. Previously, he was an International Director of Jones Lang
LaSalle from March 1999 to September 2000. Prior to that he was a partner with
JLW since 1973 and during that time, Chairman of JLW International from January
1993 to December 1997. He joined JLW in 1969 as a Surveyor. Mr. Broadhurst is a
Fellow of the Royal Institution of Chartered Surveyors. He was educated at
Felsted School and College of Estate Management, England.
CHRISTOPHER M. G. BROWN. Mr. Brown has been Executive Chairman of Asia
Pacific since January 2000 when the Asia region, of which he had been Executive
Chairman since March 1999, was combined with the Australasia region to form the
Asia Pacific region. He has been a member of Jones Lang LaSalle's Management
Executive Committee since March 1999. From 1995 to March 1999, Mr. Brown was
Chairman of JLW Singapore. From January 1989 until May 1995, Mr. Brown was
Executive Chairman of JLW Australia and Chairman of JLW Pacific Region.
Mr. Brown joined the JLW Companies in 1969 in the Sydney office. He held a
number of positions with the JLW Companies in Australia and Asia. Mr. Brown's
tertiary education was undertaken in England; he is a Fellow of the Royal
Institution of Chartered Surveyors and a Fellow of the Society of Land
Economists.
LYNN C. THURBER. Ms. Thurber has been the Chief Executive Officer of
LaSalle Investment Management, Jones Lang LaSalle's investment management
business, since March 2000, and a Director since May 2000. From March 1999 until
March 2000 she was the Co-Chief Executive Officer of LaSalle Investment
Management. She has been a member of Jones Lang LaSalle's Management Executive
Committee since March 1999 and was a Director of Jones Lang LaSalle from its
incorporation until March 1999. From April 1997 until March 1999, she was
Co-President of LaSalle Advisors Capital Management, Inc. (now known as LaSalle
Investment Management, Inc.), an operating subsidiary of Jones Lang LaSalle.
Ms. Thurber was a Managing Director and Co-President of LaSalle Advisors Limited
Partnership, a subsidiary of one of the Predecessor Partnerships, from
November 1994 until 1997. Ms. Thurber was Chief Executive Officer of Alex. Brown
Kleinwort Benson Realty Advisors Corporation ("ABKB") from
6
May 1993 to November 1994, at which time its assets were acquired by the
Predecessor Partnerships. From July 1992 to May 1993, Ms. Thurber served as
Chief Operating Officer and Director of Acquisitions of ABKB. Prior to that
time, Ms. Thurber was a Principal at Morgan Stanley & Co. Incorporated. She
holds an A.B. from Wellesley College and an M.B.A. from Harvard University.
EARL E. WEBB. Mr. Webb has been Chief Executive Officer of the Americas and
a Director of Jones Lang LaSalle since May 1999. He has been a member of Jones
Lang LaSalle's Management Executive Committee since March 1999. Mr. Webb was
Co-Chief Executive Officer of the Americas from March 1999 until May 1999.
Mr. Webb also served as a Director of Jones Lang LaSalle from its incorporation
until March 1999. From April 1997 until March 1999, he was Managing Director,
Investment Banking Division of LaSalle Partners Corporate & Financial
Services, Inc., an operating subsidiary of Jones Lang LaSalle. Mr. Webb was
Managing Director of the Investment Banking Division of the Predecessor
Partnerships from January 1995 until 1997. From January 1992 to January 1995,
Mr. Webb was a Senior Vice President of the Predecessor Partnerships. Mr. Webb
originally joined the Predecessor Partnerships in 1985. He holds a B.S. from the
University of Virginia and an M.M. from Northwestern University.
ROBERT S. ORR. Mr. Orr has been Chief Executive Officer of Europe and a
member of Jones Lang LaSalle's Management Executive Committee since March 1999.
From January 1998 to March 1999, Mr. Orr was European Chief Executive of the JLW
Companies. From 1991 to 1998, he served as Country Manager for JLW Germany.
Mr. Orr joined the JLW Companies in 1980 and held a number of positions with
them in Europe.
WILLIAM E. SULLIVAN. Mr. Sullivan has been Executive Vice President --
Capital Investments and Technology since January 2001 and a member of Jones Lang
LaSalle's Management Executive Committee since March 1999. Mr. Sullivan served
as Executive Vice President, Chief Financial Officer and Secretary of the
Predecessor Partnerships from February 1997 and continued in this role with
Jones Lang LaSalle following its incorporation until December 2000. He also
served as a Director from incorporation until March 1999. From September 1995 to
February 1997, Mr. Sullivan was a Managing Director of the Special Projects
Group of the Predecessor Partnerships. From January 1992 to September 1995,
Mr. Sullivan was a Senior Vice President of the Special Projects Group.
Mr. Sullivan originally joined the Predecessor Partnerships in 1984. He holds a
B.S.B.A. from Georgetown University and an M.M. from Northwestern University.
HENRI-CLAUDE DE BETTIGNIES. Professor de Bettignies has been a Director of
Jones Lang LaSalle since March 1999. Professor de Bettignies joined the European
Institute of Business Administration, Fontainebleau, France ("INSEAD") in 1967
as an Assistant Professor and became a Full Professor in 1975. Since 1988, he
has held a joint professorship at the Stanford University Graduate School of
Business. Professor de Bettignies started and developed INSEAD's activities in
Japan and the Asia Pacific region which led to the creation in 1980 of the
Euro-Asia Centre, of which he was the Director General until 1988. At INSEAD and
Stanford, he teaches courses on international management, ethics and Japan and
the Asia Pacific region. He has created and directs several executive programs
organized in Asia and Europe, including AVIRA, a program for CEOs held in
Europe, the United States and Asia. He serves as a consultant to a number of
major organizations and has published five books and over 50 articles in
business and professional journals. Professor de Bettignies was educated at the
Sorbonne (Licence es Lettres), the Catholic University of Paris (EPP) and the
Harvard Business School (ITP).
DARRYL HARTLEY-LEONARD. Mr. Hartley-Leonard has been a Director of Jones
Lang LaSalle since the closing of the initial public offering in July 1997. He
is Chairman and Chief Executive Officer of PGI, an event production agency. From
June 1996 to July 2000 he was Chairman and Partner of Metropolitan Hotel
Corporation, a hotel company in the long-term stay/suite hotel business directed
at the upscale market, and was a founding partner of H-LK Partners, a hotel
development and management company. Mr. Hartley-Leonard retired as Chairman of
the Board of Hyatt Hotels Corporation ("Hyatt") after a 32
7
year career with Hyatt and its diversified affiliates. From 1994 to 1996, he
served as Chairman of the Board of Directors of Hyatt, and from 1986 to 1994, he
served as Chief Executive Officer/Chief Operating Officer of Hyatt.
Mr. Hartley-Leonard also serves on the boards of directors of LaSalle Hotel
Properties, a real estate investment trust, Brookdale Living Communities, Inc.,
a provider of senior and assisted living services, and The United States
Committee for UNICEF. Mr. Hartley-Leonard holds a B.A. from Blackpool Lancashire
College of Lancaster University and an honorary doctorate of business
administration from Johnson and Wales University.
DEREK A. HIGGS. Mr. Higgs has been a Director of Jones Lang LaSalle since
March 1999. Mr. Higgs was a director of Prudential plc from 1996 to 2000 and
prior to that was employed by S.G. Warburg & Co. Ltd. from 1972 until 1996,
serving as a Director beginning in 1979, Head of Global Corporate Finance
beginning in 1986 and Chairman beginning in 1994. Mr. Higgs currently is
Chairman of Partnerships UK and of Business in the Environment, and a member of
the Financial Reporting Council. He is a Non-Executive Director of Allied Irish
Banks, plc, The British Land Company plc, Egg, plc, London Regional Transport
and a Senior Adviser to UBS Warburg. Mr. Higgs is a Chartered Accountant and
holds a Bachelor of Arts degree from the University of Bristol.
DAVID K.P. LI. Dr. Li has been a Director of Jones Lang LaSalle since March
1999. Dr. Li is the Chairman and Chief Executive Officer of The Bank of East
Asia, Limited, a bank headquartered in Hong Kong. Dr. Li joined The Bank of East
Asia, Limited in 1969 and was elected Chief Executive Officer in 1981, Deputy
Chairman in 1995 and Chairman in 1997. He is a director of The Bank of East
Asia, Limited, Dow Jones & Company, Inc., Campbell Soup Company, Pacific Century
Cyberworks Limited, The Hong Kong & China Gas Company Limited, Sime Darby
Berhad, South China Morning Post (Holdings) Limited and Atlas Air, Inc. Dr. Li
holds an M.A. in Economics and Law and an honorary degree of Doctor of Law from
The University of Cambridge.
THOMAS C. THEOBALD. Mr. Theobald has been a Director of Jones Lang LaSalle
since the closing of the initial public offering in July 1997. Mr. Theobald has
served as a Managing Director at William Blair Capital Partners since September
1994. From July 1987 to August 1994, Mr. Theobald was Chairman of Continental
Bank Corporation. He currently serves on the boards of directors of Xerox
Corporation, a manufacturer of document processing products and systems, Anixter
International, a supplier of electrical apparatus and equipment, Liberty Funds,
a mutual fund group, LaSalle U.S. Realty Income & Growth Fund, Inc., a REIT
advised by a subsidiary of Jones Lang LaSalle, the MONY Group, a life insurance
company, Auditforce, Inc., a financial consultant, and the MacArthur Foundation.
Mr. Theobald holds an A.B. from the College of the Holy Cross and an M.B.A. from
Harvard University.
JOHN R. WALTER. Mr. Walter has been a Director of Jones Lang LaSalle since
September 1997. Mr. Walter has been the Chairman of the Board of Manpower, Inc.
since May 1999 and is the retired President and Chief Operating Officer of AT&T
Corporation (November 1996 through July 1997). Prior thereto, Mr. Walter worked
for R.R. Donnelley & Sons Company for 27 years, serving as Chairman and Chief
Executive Officer from 1989 to October 1996 and as President from 1987 to 1991.
He serves as a director of Abbott Laboratories, Celestica, Inc.,
Manpower, Inc., Applied Graphics Technologies, Inc. and Deere & Company.
Mr. Walter is a member of the International Advisory Council, Singapore Economic
Development Board, and a trustee of the Chicago Symphony Orchestra and
Northwestern University. He holds a B.S. from Miami University of Ohio.
PETER BARGE. Mr. Barge has been Chief Executive Officer of Jones Lang
LaSalle Hotels and a member of Jones Lang LaSalle's Management Executive
Committee since March 1999. Previously, Mr. Barge was Chief Executive Officer of
JLW TransAct, the JLW Companies' hotel business. Before the investment by the
JLW Companies in TransAct Hotel & Tourism Property Limited, Mr. Barge held
various positions with that company. Prior thereto, Mr. Barge served as
"Lecturer in Charge" of all hotel and tourism programs at Australia's
pre-eminent school of Food and Hotel Administration in Adelaide, South Australia
and worked in hotel management and tourism consulting.
8
FRITZ E. FREIDINGER. Mr. Freidinger has been Vice President, Global General
Counsel and Secretary since February 2001. Previously, he was with the law firm
of Hagan & Associates, a law firm providing services to Jones Lang LaSalle and
its clients, from March 1997 to February 2001. Prior to that, Mr. Freidinger was
an associate with the law firm of Mayer, Brown & Platt from September 1993 to
March 1997. Prior to attending law school, Mr. Freidinger worked for Harris
Trust and Savings Bank. He holds an A.B. in economics from the University of
Illinois and a J.D. from The University of Chicago Law School.
MICHAEL E. HARPER. Mr. Harper has been Executive Vice President and Global
Director of Human Resources since February 2001. Previously, he was Senior Vice
President, Human Resources with AVCO/ Associated First Capital Corporation from
1997 to February 2001. He was Corporate Director, Worldwide Human Resources at
ICN Pharmaceuticals, Inc. from 1995 to 1997 and prior to that was President of
Michael Harper & Associates, a human resources consulting firm from 1991 to
1995. Before that, he held a number of positions with First Chicago Corporation
and then May Department Stores. Mr. Harper received his B.A. from the University
of Kansas and his M.A. from Boston University.
JOHN G. MINKS. Mr. Minks has been Chief Executive Officer of Global Client
Services and a member of Jones Lang LaSalle's Management Executive Committee
since March 1999. Previously, he was a Managing Director and head of the Client
Services Group of Jones Lang LaSalle since its incorporation and of the
Predecessor Partnerships since April 1996 and, prior to that, was a Vice
President in the Client Services Group. Prior to joining the Predecessor
Partnerships in 1992, Mr. Minks was a Vice President of Smith Barney, Harris
Upham and Co.'s Corporate Finance Group. Before that, he was a Manager at Touche
Ross Management Consulting. Mr. Minks holds a B.A. in economics from Stanford
University and an M.B.A. from the University of California at Los Angeles.
PETER C. ROBERTS. Mr. Roberts has been Executive Vice President and Chief
Financial Officer since January 2001. Previously, he served as Managing Director
and Co-President of Jones Lang LaSalle's Tenant Representation Group in North
America from March 1999 to December 2000. Mr. Roberts joined the Tenant
Representation Group in June 1993 as Vice President and thereafter held the
positions of Senior Vice President, Executive Vice President and then Managing
Director. He joined the Predecessor Partnerships in 1986. Prior to that,
Mr. Roberts worked within the Aerospace and Defense Contractor Group at Morgan
Guaranty Trust Company of New York. Mr. Roberts attended Dartmouth College,
where he graduated magna cum laude with an A.B. degree in Economics. He received
his M.B.A. from Harvard Business School.
NICHOLAS J. WILLMOTT. Mr. Willmott has been Senior Vice President and
Global Controller of Jones Lang LaSalle since December 1999. Prior to joining
Jones Lang LaSalle, he worked for Pepsi-Cola International, the international
beverages division of PepsiCo, Inc., serving as Assistant Controller,
International Field Support from January 1997 to December 1999, Division
Controller, Europe Beverages Division from July 1995 to December 1996 and Field
Services Manager, Eastern Europe from October 1993 to June 1995. From 1982 to
1993, Mr. Willmott worked for the accounting firm of Price Waterhouse, first in
England for six years and then in the United States for five years. He holds a
B.A. in accounting and financial management from the University of Sheffield and
is a Chartered Accountant in the United Kingdom.
EXECUTIVE OFFICERS. If at any time during the Transition Period, the
position of Chairman of the Board and Chief Executive Officer of Jones Lang
LaSalle or President, Deputy Chief Executive Officer and Chief Operating Officer
of Jones Lang LaSalle becomes vacant, such vacancy will be filled by a majority
vote of the entire Board. During the Transition Period, the affirmative vote of
at least 75% of the entire Board will be required to alter or amend, or adopt
any provision inconsistent with, or repeal, in whole or in part, the articles of
the Amended Bylaws containing the foregoing provisions.
9
BOARD COMMITTEES AND MEETINGS
In addition to the Nominating Committees, Jones Lang LaSalle has standing
Audit and Compensation Committees of the Board. During the Transition Period,
each standing committee of the Board will have an equal number of LaSalle
Partners Directors (who will be selected by the LaSalle Partners Nominating
Committee) and JLW Directors (who will be selected by the JLW Nominating
Committee), unless otherwise determined by the affirmative vote of at least 75%
of the entire Board.
AUDIT COMMITTEE. The Board has established an Audit Committee. Each member
of the Audit Committee is "independent" as that term is defined in the New York
Stock Exchange listing standards. Messrs. Hartley-Leonard, Walter, de Bettignies
and Higgs served as members of the Audit Committee during the entire year of
2000. The Audit Committee makes recommendations concerning the engagement of
independent public accountants, reviews with the independent public accountants
the plans and results of the audit engagement, reviews the independence of the
independent public accountants, including consideration of the range of audit
and non-audit fees paid to the independent public accountants, and reviews the
adequacy of Jones Lang LaSalle's internal accounting controls. The Audit
Committee has a written charter adopted by the Board, a copy of which is
attached hereto as Appendix A. The Audit Committee met seven times in 2000. See
also the report of the Audit Committee set forth in the section headed "Audit
Committee Report," below.
COMPENSATION COMMITTEE. The Board has established a Compensation Committee.
Messrs. Theobald, Walter, de Bettignies and Higgs served as members of the
Compensation Committee during the entire year of 2000. The Compensation
Committee reviews and approves the compensation of Jones Lang LaSalle's
executive officers, administers Jones Lang LaSalle's 1997 Stock Award and
Incentive Plan, Employee Stock Purchase Plan and Partial Bonus in Shares Program
and oversees Jones Lang LaSalle's compensation programs generally. See
"Executive Compensation" below. The Executive Compensation Committee met four
times in 2000.
NOMINATING COMMITTEES. In addition to the duties described under the
caption "Election of Directors" and other duties contained in the Amended
Bylaws, during the Transition Period, if any LaSalle Partners Director is
removed from the Board, becomes disqualified, resigns, retires, dies or
otherwise cannot continue to serve as a member of the Board, the LaSalle
Partners Nominating Committee will have the exclusive power to designate a
person to fill such vacancy, and if any JLW Director is removed from the Board,
becomes disqualified, resigns, retires, dies or otherwise cannot continue to
serve as a member of the Board, the JLW Nominating Committee will have the
exclusive authority on behalf of the entire Board to appoint a designee to fill
such vacancy, in each case subject to the approval of a majority of the
Directors then remaining in office. During 2000, the Nominating Committee took
actions at Board meetings.
Five meetings of the full Board were held in 2000. Each Director who held
such position in 2000 attended at least 75% in the aggregate of all meetings of
the Board and any committee on which such Director served (during the period
that he served), except for Mr. Cummings, who missed the one Board meeting held
while he was a Director.
10
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding the
compensation of Mr. Stuart L. Scott and the other four most highly compensated
executive officers of Jones Lang LaSalle (the "Named Executive Officers") during
2000. The table includes compensation from all sources for services rendered to
Jones Lang LaSalle and its subsidiaries during 2000, 1999 and 1998.
SUMMARY COMPENSATION TABLE(1)
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------- ------------------------------------
AWARDS PAYOUTS
OTHER ------------------------ ---------
ANNUAL RESTRICTED SECURITIES ALL OTHER
COMPENSA- STOCK UNDERLYING LTIP COMPENSA-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(3) TION AWARD(S)(3) OPTIONS PAYOUTS TION(4)
- --------------------------- -------- -------- ---------- ---------- ----------- ---------- --------- ----------
Stuart L. Scott ........... 2000 $440,000 $ 528,000 -- $165,000 40,000 -- $385,280
Chairman of the Board of 1999 $440,000 $ 198,000 -- $ 79,199 10,000 -- $351,987
Directors and Chief 1998 $360,000 $1,140,000 -- -- -- -- $245,181
Executive Officer
Christopher A. Peacock .... 2000 $400,000 $ 480,000 -- $150,000 50,000 -- $ 23,104
President, Deputy Chief 1999 $400,000 $ 180,000 -- $ 72,004 -- -- $ 24,903
Executive Officer and
Chief Operating Officer
Lynn C. Thurber ........... 2000 $310,000 $ 648,000 -- $202,500 5,000 -- $ 2,850
Chief Executive Officer 1999 $300,000 $ 225,750 -- $ 90,296 10,000 -- $ 2,790
of LaSalle Investment 1998 $260,000 $ 540,000 -- -- -- -- $ 2,763
Management
Robert S. Orr ............. 2000 $228,000(2) $ 484,000 -- $151,250 7,500 -- $ 15,521
Chief Executive Officer 1999 $243,000(2) $ 270,122 -- $108,046 -- -- $ 16,722
of Europe
Earl E. Webb .............. 2000 $340,000 $ 336,000 -- $502,125 -- -- $ 2,850
Chief Executive Officer 1999 $340,000 $ 645,250 -- $ 63,750 10,000 -- $ 2,660
of the Americas 1998 $220,000 $ 853,200 -- -- -- -- $ 2,793
- ---------
(1) The 1999 compensation for Messrs. Peacock and Orr includes compensation paid
by the JLW Companies for the period preceding the closing of the
LaSalle/Jones Lang Wootton transaction on March 11, 1999. Messrs. Peacock
and Orr became executive officers on March 11, 1999, and prior to that date
were not employed by Jones Lang LaSalle.
(2) Mr. Orr's salary in pounds sterling was the same in both 1999 and 2000, and
the difference in the salary amounts set forth in this table reflects only a
difference in the exchange rate between the U.S. dollar and the pound
sterling for the two years.
(3) The Named Executive Officers, along with certain other officers, received a
portion of their 2000 and 1999 bonuses in the form of deferred shares under
the Partial Bonus in Shares Program as described below under the caption
"Partial Bonus in Shares Program." The portion of the bonus paid in deferred
shares under the Partial Bonus in Shares Program is not included in the
dollar value under Bonus, and the value (for 2000 based upon the January 2,
2001 closing price upon which the number of deferred shares to be awarded
was based and for 1999 based upon the January 3, 2000 closing price upon
which the number of deferred shares to be awarded was based) of deferred
shares received is listed under Restricted Stock Award(s). The number of
deferred shares received by each of the named executive officers in 2000 and
1999, respectively, is as follows: 12,222 and 7,001 shares for Mr. Scott,
11,111 and 6,365 shares for Mr. Peacock, 15,000 and 7,982 shares for
Ms. Thurber, 11,204 and 9,551
11
shares for Mr. Orr and 8,796 and 6,762 shares for Mr. Webb. The Partial
Bonus in Shares Program replaced the program pursuant to which certain
employees, including Mr. Scott, had a portion of their bonuses credited to
accounts under the Stock Compensation Program for investment in Jones Lang
LaSalle shares. For Mr. Webb, the Restricted Stock Award(s) column for 2000
also includes a March 1, 2000 grant of 30,000 shares of restricted stock as
well as a grant of $44,000 worth of restricted stock under a special bonus
compensation trust. Mr. Webb's 1999 bonus includes $454,000 related to the
performance of the business he managed prior to becoming Chief Executive
Officer of the Americas.
(4) The amounts in this column with respect to 2000 reflect premiums paid on
life insurance policies ($300 each for Mr. Scott, Ms. Thurber and Mr. Webb
and $355 for Messrs. Peacock and Orr), expatriate expenses and
reimbursements ($382,430 for Mr. Scott), contributions by Jones Lang LaSalle
to the retirement plan (the "Retirement Plan") qualified under Section
401(k) of the Internal Revenue Code of 1986, as amended (the "Code") ($2,550
each for Mr. Scott, Mr.Webb and Ms. Thurber), and pension allowances
($22,749 for Mr. Peacock and $15,166 for Mr. Orr).The amounts in this column
with respect to 1999 reflect premiums paid on life insurance policies ($390
for Mr. Scott and Ms. Thurber, $360 for Mr. Peacock and Mr. Orr and $260 for
Mr. Webb), expatriate expenses and reimbursements ($349,197 for Mr. Scott),
contributions by Jones Lang LaSalle to the Retirement Plan ($2,400 for
Mr. Scott, Ms. Thurber and Mr. Webb) and pension allowances ($24,543 for
Mr. Peacock and $16,362 for Mr. Orr). The amounts in this column with
respect to 1998 reflect premiums paid on life insurance policies ($363 for
Mr. Scott and Ms. Thurber and $393 for Mr. Webb), expatriate expenses and
reimbursements ($242,418 for Mr. Scott) and contributions by Jones Lang
LaSalle to the Retirement Plan ($2,400 for Mr. Scott, Ms. Thurber and
Mr. Webb).
OPTION GRANTS
The following table sets forth certain information with respect to Options
granted under the 1997 Stock Award and Incentive Plan, as amended (the "1997
Stock Incentive Plan), to each of the Named Executive Officers who received a
grant of Options during 2000.
OPTION GRANTS IN 2000
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
-------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM(3)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION -----------------------
NAME GRANTED(1) FISCAL YEAR PRICE DATE(2) 5% 10%
- ---- ---------- ------------- -------- ---------- ---------- ----------
Stuart L. Scott................. 40,000 3.36% $12.25 3/1/07 $199,600 $464,800
Christopher A. Peacock.......... 50,000 4.21% $12.25 3/1/07 $249,500 $581,000
Lynn C. Thurber................. 5,000 0.42% $15.12 5/15/07 $ 30,800 $ 71,700
Robert S. Orr................... 7,500 0.63% $12.25 3/1/07 $ 37,475 $ 87,200
- ---------
(1) These Options vest with respect to one-third of the shares on each of the
first three anniversary dates of the date of grant (March 1, 2000, except
for Ms. Thurber whose date of grant was May 15, 2000). These options vest
immediately upon the death of the grantee.
(2) These options expire 90 days after the termination of the grantee's
employment with Jones Lang LaSalle and its subsidiaries for any reason other
than retirement, permanent total disability or death.
(3) The values in these columns are based upon calculations assuming the 5% and
10% annual stock price appreciation rate specified by the Securities and
Exchange Commission. These assumed rates are not intended to forecast future
price appreciation of the Common Stock. Actual gains, if any, on stock
12
option exercises are dependent upon the future market performance of the
Common Stock and the date on which the options are exercised.
AGGREGATED OPTION EXERCISES IN 2000 AND YEAR-END OPTION VALUES
The following table sets forth certain information concerning exercises of
options during 2000, and the year-end value of options owned, by each of the
Named Executive Officers.
AGGREGATED OPTION EXERCISES IN 2000 AND
YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
SHARES OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------
Stuart L. Scott............. 0 0 59,584 65,416 $0 $65,000
Christopher A. Peacock...... 0 0 0 50,000 $0 $81,250
Lynn C. Thurber............. 0 0 31,459 16,041 $0 $ 0
Robert S. Orr............... 0 0 0 7,500 $0 $12,188
Earl E. Webb................ 0 0 40,834 19,166 $0 $ 0
- ---------
(1) The price of the Common Stock at the close of trading on the New York Stock
Exchange on December 29, 2000 was $13.875 per share.
INCENTIVE COMPENSATION
Professional and management employees, including executive officers, receive
a portion of their annual compensation in the form of incentive compensation
(I.E., a bonus). Such employees are assigned a target bonus, the payment of
which is based upon an evaluation of performance against specific objective and
subjective standards which vary from employee to employee. Performance against
these standards may lead to receiving more than, or less than, the target bonus.
Additionally, bonus payments may vary in a year when Jones Lang LaSalle's
results are above or below the year's business plan. Certain persons previously
employed by JLW Companies were not assigned target bonuses for 2000; however,
they will be assigned target bonuses for future years. All executive officers
had assigned target bonuses for 2000. Further information regarding the
executive officers' bonuses is set forth below under the caption "Compensation
Committee Report on Executive Compensation."
1997 STOCK AWARD AND INCENTIVE PLAN
The 1997 Stock Incentive Plan provides for the grant of various types of
stock-based compensation to eligible participants. The purpose of the 1997 Stock
Incentive Plan is to promote the success of Jones Lang LaSalle's business in the
best interests of its stockholders by providing incentives to those individuals
who are or will be responsible for such success.
The 1997 Stock Incentive Plan is designed to comply with the requirements of
Regulation G (12 C.F.R. Section 207), the requirements for "performance-based
compensation" under Section 162(m) of the Code and the conditions for exemption
from the short-swing profit recovery rules under Rule 16b-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The summary that follows
is qualified in its entirety by reference to the actual terms of the 1997 Stock
Incentive Plan.
The 1997 Stock Incentive Plan provides for the granting of stock options
("Options"), including "incentive stock options" ("ISOs") within the meaning of
Section 422 of the Code and nonqualified stock options. Options granted under
the 1997 Stock Incentive Plan may be accompanied by stock appreciation rights or
limited stock appreciation rights, or both ("Rights"). Rights may also be
granted independently of
13
Options. The 1997 Stock Incentive Plan also provides for the granting of
restricted stock and restricted stock units ("Restricted Awards"), dividend
equivalents, performance shares and other stock- and cash-based awards. Pursuant
to the 1997 Stock Incentive Plan, certain Options have been and will be granted
to Non-Executive Directors, as more fully described below under the caption
"Director Compensation." The 1997 Stock Incentive Plan also permits the plan's
administrator to make loans to participants in connection with the grant of
awards, on terms and conditions determined solely by the Plan Administrator.
Each award is evidenced by an agreement (an "Award Agreement") setting forth the
terms and conditions applicable thereto. Certain officers received a portion of
their 2000 bonuses in PBS Shares (as described below under the caption "Partial
Bonus in Shares Program").
The 1997 Stock Incentive Plan is administered by the Compensation Committee
of the Board (sometimes referred to herein as the "Plan Administrator"). Subject
to the terms of the 1997 Stock Incentive Plan, the Plan Administrator has the
right to grant awards to eligible recipients and to determine the terms and
conditions of Award Agreements, including the vesting schedule and exercise
price of such awards. The plan provides that, unless otherwise determined by the
Plan Administrator, in the event of a change in control of Jones Lang LaSalle
(as defined in the 1997 Stock Incentive Plan) awards under the plan will, among
other things, become fully vested and valued as provided in the plan.
The number of shares reserved for issuance under the 1997 Stock Incentive
Plan is 4,160,000. See "Proposal 2" below for a reference to the number of
shares remaining and the request for additional shares. These shares may be
authorized but unissued shares of Common Stock or shares which have been or may
be reacquired by Jones Lang LaSalle in the open market, in private transactions
or otherwise.
Discretionary grants of awards under the 1997 Stock Incentive Plan may be
made to any Director (including Non-Executive Directors), employee or any
independent contractor of Jones Lang LaSalle or its direct and indirect
subsidiaries and affiliates who is determined by the Plan Administrator to be
eligible for participation in the plan. ISOs, however, may only be granted to
employees of Jones Lang LaSalle and its subsidiaries.
Options vest and become exercisable over the exercise period, at such times
and upon such conditions, including amount and manner of payment of the exercise
price, as the Plan Administrator determines and sets forth in the Award
Agreement. The Plan Administrator may accelerate the exercisability of any
outstanding Option at such time and under such circumstances as it deems
appropriate. Options that are not exercised within 10 years (or such shorter
term as the Plan administrator may determine) from the date of grant, however,
will expire without value. Options are exercisable during the optionee's
lifetime only by the optionee. The Award Agreements contain provisions regarding
the exercise of Options following termination of employment with or service to
Jones Lang LaSalle, including terminations due to the death, disability or
retirement of an award recipient.
The Named Executive Officers received Options in 2000 as described above
under the caption "Option Grants." Jones Lang LaSalle's Non-Executive Directors
received Options in 2000 as described below under the caption "Director
Compensation."
EMPLOYEE STOCK PURCHASE PLAN
The purpose of the Stock Purchase Plan is to provide an opportunity for
persons employed by Jones Lang LaSalle and designated subsidiaries in the United
States to purchase shares of Common Stock through voluntary automatic payroll
deductions, thereby attracting, retaining and rewarding such persons and
strengthening the mutuality of interests between such persons and Jones Lang
LaSalle's stockholders. On December 31, 2000, there were 462 employees
participating in the Stock Purchase Plan.
The Stock Purchase Plan currently provides that an aggregate of 1,000,000
shares of Common Stock may be sold pursuant to the Plan, subject to adjustment
in certain events.
14
The Stock Purchase Plan provides that, through a voluntary automatic payroll
deduction, separate accounts will be established for each participant (the
"Payroll Deduction Account"). With the amounts credited to such separate
account, each participant will have the opportunity to purchase as many shares
of Common Stock as he or she is eligible to purchase. Participants may purchase
shares only through payroll deductions, and cash contributions will not be
permitted. The purchase price for shares of Common Stock will not be less than
the lesser of (a) an amount equal to 85% of the closing price of the shares of
Common Stock at the beginning of the Offering Period (as defined below) or
(b) an amount equal to 85% of the closing price of shares of Common Stock on the
date of purchase of the shares. The Stock Purchase Plan provides that the
committee administering the Stock Purchase Plan (the "Committee") has the
authority to establish a different purchase price as long as such price complies
with the provisions of Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"), and the Treasury regulations promulgated thereunder.
Unless otherwise determined by the Committee, the Stock Purchase Plan will
be implemented by establishing consecutive six-month offering periods (the
"Offering Period") with a new Offering Period commencing on the first trading
day on or after the first day of each January and July during the term of the
Stock Purchase Plan. The Committee will have the power to change the duration of
the Offering Periods (including the commencement dates thereof) with respect to
future offerings. The last trading day of each Offering Period prior to the
termination of the Stock Purchase Plan (or such other trading date as determined
by the Committee) will constitute the purchase date on which each participant
will purchase his or her appropriate number of shares (the "Share Purchase
Date").
Notwithstanding the foregoing, Jones Lang LaSalle will not permit the
exercise of any right to purchase shares of Common Stock (a) by any employee who
immediately after the right is granted would own shares possessing 5% or more of
the total combined voting power or value of all classes of stock of Jones Lang
LaSalle or any subsidiary; or (b) which would permit an employee's rights to
purchase shares under the Stock Purchase Plan, or under any other qualified
employee stock purchase plan maintained by Jones Lang LaSalle, to accrue at a
rate in excess of $25,000 in fair market value (as determined on the first day
of the offering period) for each calendar year.
Section 424(d) of the Code will be applied to determine the stock ownership
of a participant in the Plan, and the shares that a participant may purchase
under outstanding rights or options will be treated as shares owned by the
participant.
If a participant's employment is terminated for any reason, if a participant
dies, if a participant is granted a leave of absence of more than 90 days
duration, or if a participant otherwise ceases to be eligible to participate in
the Stock Purchase Plan, payroll deductions will cease and any amounts then
credited to his or her Payroll Deduction Account will be refunded to the
participant as soon as practicable.
The Stock Purchase Plan may be amended at any time; provided that no such
amendment will be effective unless approved by the stockholders if such approval
is necessary to comply with either Section 423 of the Code or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Stock Purchase Plan
may be suspended or discontinued at any time. The Stock Purchase Plan is
intended to meet the requirements of Section 423 of the Code.
PARTIAL BONUS IN SHARES PROGRAM
The Partial Bonus in Shares Program (the "PBS Program") replaced the program
pursuant to which certain employees had a portion of their bonuses credited to
accounts under the Stock Compensation Program for investment in Jones Lang
LaSalle shares. The purpose of the PBS Program is to link the interests of the
Senior Executives to those of the shareholders.
Under the PBS Program, executive officers and certain other officers
received up to 20% of their 2000 bonuses in deferred shares ("PBS Shares"). The
amount of bonus paid in PBS Shares varies with the level
15
of the participant. Jones Lang LaSalle added an uplift of 25% to the portion of
the 2000 bonuses paid in PBS Shares. In future years the uplift may vary. The
PBS Shares will vest and be issued on the following schedule: 50% of the PBS
Shares will vest and be issued eighteen months after the end of the year to
which the bonus is attributable (I.E., July 1, 2002 with respect to 2000
bonuses), and the remaining 50% will vest and be issued thirty months after such
year (I.E., July 1, 2003 with respect to 2000 bonuses). Jones Lang LaSalle, in
its discretion, may pay employees cash in the amount of the fair market value of
PBS Shares that vest rather than issue shares to them. Dividends, if any, paid
with respect to PBS Shares prior to vesting are reinvested in further PBS Shares
having the same vesting date, and a participant will also receive further PBS
shares in the case of a stock split or stock dividend. A participant who is
terminated for cause (as defined in the Stock Compensation Program) or who
voluntarily resigns his employment will forfeit any PBS Shares which have not
vested. If a participant's employment terminates by reason of death, disability
or special circumstances (as defined by the plan administrator), PBS Shares will
continue to vest on their normal schedule; however, in such cases the plan
administrator can choose to accelerate vesting. PBS Shares vest immediately upon
an employee's retirement.
In order to implement the PBS Plan, the Board of Directors approved an
amendment to Jones Lang LaSalle's Stock Compensation Program and made awards
under that program and the 1997 Stock Incentive Plan. Executive officers
received awards under the Stock Compensation Program, as amended, and other
officers received awards under the 1997 Stock Incentive Plan. The terms of the
awards under the PBS Program were identical regardless of which plan they were
made under. This summary of the PBS Program is qualified in its entirety by
reference to the actual terms of the Stock Compensation Program, as amended, or
the 1997 Stock Incentive Plan, as applicable.
EMPLOYMENT AGREEMENTS
Messrs. Peacock and Orr are parties to Senior Executive Service Agreements
(the "Employment Agreements") providing terms of their employment with Jones
Lang LaSalle. The Employment Agreements are in a form used with other senior
executives employed in the United Kingdom. The Employment Agreements provide for
minimum levels of base salary (L200,000 for Mr. Peacock and L150,000 for
Mr. Orr), participation in bonus arrangements established by Jones Lang LaSalle
and certain other benefits. They require Messrs. Peacock and Orr to dedicate
their whole time and attention to their work with Jones Lang LaSalle and
prohibit them from having any other employment. Additionally, they provide for
certain restrictions on their business activities following termination of
employment. The Employment Agreement may be terminated by Jones Lang LaSalle on
twelve months notice and by the covered executive on six months notice. If Jones
Lang LaSalle terminates a covered executive's employment other than for reasons
specified in the Employment Agreements, the covered executive would be entitled
to twelve months of salary and the value of other benefits provided for in the
Employment Agreements.
SEVERANCE PAY PLAN
Jones Lang LaSalle has a Severance Pay Plan for full time employees,
including executive officers, employed in the United States. In order to be
eligible to receive payments under the Severance Pay Plan, an employee must be
involuntarily terminated from employment due to a permanent reduction in work
force, job elimination or the permanent shutdown of a facility, department or
subdivision. Employees entitled to benefits receive a base severance payment
equal to one-half month of the participant's base pay (not including target
bonus) in effect at the time of the termination of employment ("Base Pay").
Additionally, an employee may receive enhanced severance pay, as well as a
prorated target bonus for the year of the termination and certain other
benefits, to the extent the employee executes a Severance Agreement and General
Release in favor of Jones Lang LaSalle. Enhanced severance payments are a
multiple of Base Pay, with multiples varying with the employee's level of target
compensation and length of service with Jones Lang LaSalle. The enhanced
severance payment for an employee with target compensation (including target
bonus) in excess of $400,000 and who has been employed by Jones Lang LaSalle for
16
at least one year is equal to twelve months of Base Pay plus one month of Base
Pay for each full year of continuous service in excess of 12 years, with the
maximum enhanced severance payment being 24 months of Base Pay.
Jones Lang LaSalle is obligated to make statutory payments to employees,
including executive officers, employed in the United Kingdom who are terminated
for reasons of redundancy. For an executive officer who is made redundant, the
required payment would be calculated according to a formula, set by the United
Kingdom government, based on age and length of service. In addition, the
payments provided for in the executive officer's contract of employment
(including the Employment Agreements described above under the caption
"Employment Agreements") would be made.
DIRECTOR COMPENSATION
In 2000, each Non-Executive Director received an annual retainer of $40,000
and $1,000 for attendance at each meeting ($500 for special telephonic meetings)
of the Board, the Audit Committee or the Compensation Committee, plus a grant of
options to purchase 1,000 shares of Common Stock. Directors who are also
officers or employees of Jones Lang LaSalle are not paid any Directors' fees.
Jones Lang LaSalle reimburses all Directors for expenses incurred in attending
meetings.
Each Non-Executive Director elected to the Board for the first time receives
upon such election an initial grant of options to purchase 5,000 shares of
Common Stock at fair market value on the date of grant. In addition, effective
as of the Annual Meeting, each Non-Executive Director receives an annual grant
of options to purchase 5,000 shares on the date of each annual stockholders
meeting after which the Non-Executive Director continues in office. All of the
foregoing options have a 10 year term and vest over a 5 year period, with 20%
becoming vested on each anniversary of the date of grant. The foregoing grants
of options are made automatically under the 1997 Stock Incentive Plan. Each
Non-Executive Director may also elect, under the terms of the 1997 Stock
Incentive Plan, to receive, in lieu of the annual cash retainer, an option for a
number of shares such that the value of the option is equal to the amount of the
annual retainer. The 1997 Stock Incentive Plan provides that the value of these
options is 33% of the exercise price for options issued with respect to 1999,
2000 and 2001. For options issued with respect to years thereafter, the value
will be based upon the Black-Scholes Option Pricing Model. For options issued
with respect to 1999 and years thereafter, the exercise price is equal to the
average closing prices of Jones Lang LaSalle common stock on the last trading
day of each calendar quarter during the year. Such stock options are granted on
January 1 of the year following the year in which the retainer is earned, are
fully vested upon grant and have 10-year terms.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no Compensation Committee interlocks or insider participation on
the Compensation Committee. Certain executive officers have and will attend
meetings of the Compensation Committee in order to present information and
answer questions of the members of the Compensation Committee.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for the oversight of executive
compensation and Jones Lang LaSalle's compensation programs, including those
with respect to stock ownership.
Jones Lang LaSalle believes that its employee compensation system is unusual
in the real estate industry. The system is designed to reward client
relationship building, teamwork and quality performance, as well as to foster
employee commitment and align employee and stockholder interests. Toward this
end, Jones Lang LaSalle compensates its professionals and managers with salary,
bonus and stock ownership programs, rather than on the commission basis which is
typical in the industry.
17
ANNUAL COMPENSATION. The executive officers are assigned target annual
compensation consisting of a salary and target bonus. The executive officers'
2000 salary and target bonuses were approved by the Compensation Committee at
the beginning of the year. Target bonus levels for executive officers are set to
provide compensation levels which are sufficiently competitive to attract and
retain high caliber executives.
As set forth above under the caption "Incentive Compensation", the payment
of an employee's bonus is based upon an evaluation of performance against
specific performance objectives set early in the year. These performance
objectives include both objective and subjective standards and vary from
employee to employee. For the Chairman and Chief Executive Officer (Mr. Scott),
the President, Deputy Chief Executive Officer and Chief Operating Officer
(Mr. Peacock) and the Executive Vice President and Chief Financial Officer
(Mr. Sullivan), performance objectives for 2000 fell into two principal
categories, financial performance of Jones Lang LaSalle and performance on
individualized objectives. The executive officers who are heads of regional or
global business units are also measured on these two standards as well as on the
financial performance of the regional or global business unit for which the
executive officer was responsible.
The performance objectives relating to financial performance of Jones Lang
LaSalle were measured on achievement of the adjusted earnings per share
(adjusted to exclude the impact of the principally non-cash compensation
expenses associated with the accounting for the Jones Lang Wootton merger)
target for the year and, with respect to Messrs. Scott, Peacock and Sullivan,
development of a plan for 2001. Those executive officers also evaluated on the
financial performance of their regional or global business units were measured
on achievement of the financial plan. Individualized performance objectives
concentrated on key matters upon which the particular executive officer was to
focus and were set based upon identified goals for Jones Lang LaSalle as a
whole, as well as identified goals for particular business units or groups of
business units. The Compensation Committee has encouraged management to set
performance objectives, to the extent possible, in a manner which allows
objective measurement of performance, including by setting quantitative
standards where appropriate.
The determination of Mr. Scott's compensation by the Compensation Committee
is explained below under "COMPENSATION OF CHIEF EXECUTIVE OFFICER." Mr. Scott
reviewed the performance of Mr. Peacock and Mr. Sullivan, determined recommended
compensation levels based upon his evaluation of performance against objectives
and presented his evaluation and the resulting recommendations with respect to
compensation to the Compensation Committee. The Compensation Committee reviewed
these evaluations and recommendations, discussed them with Mr. Scott and
approved the recommended compensation. Mr. Peacock reviewed the performance of
each of the other executive officers (other than Mr. Scott), determined
recommended compensation levels based upon his evaluation of performance against
objectives and presented his recommendations with respect to compensation,
together with a brief description of the basis for the recommendations, to the
Compensation Committee. The Compensation Committee reviewed these
recommendations, discussed them with Mr. Scott and Mr. Peacock and approved the
recommended compensation.
STOCK PLANS AND PROGRAMS. The executive officers are eligible to receive
Options and other awards under the 1997 Stock Incentive Plan. Certain executive
officers were granted Options in March 2000, with exercise prices equal to
$12.25 per share, the fair market value on the date of grant. These Options vest
with respect to one-third of the shares on each of the first three anniversary
dates of the date of grant and have terms of seven years. Ongoing awards under
the 1997 Stock Incentive Plan are expected to be made annually. Additionally,
awards are made to new employees as an incentive to join Jones Lang LaSalle and
to other recipients in special situations.
The Employee Purchase Plan and PBS Program described above under the
captions "Employee Stock Purchase Plan" and "Partial Bonus in Shares Program"
also provide executive officers, as well as other employees, a means for
accumulating Jones Lang LaSalle Common Stock. The Stock Purchase Plan provides
employees in the United States with a means to purchase stock at a 15% discount
through regular
18
payroll deductions. Under the PBS Program, executive officers receive a portion
of their bonuses in deferred shares of common stock as described above under the
caption "Partial Bonus in Shares Program." Other officers at certain levels also
participate in the PBS Program.
COMPENSATION OF CHIEF EXECUTIVE OFFICER. As with the other executive
officers, Mr. Scott's 2000 target compensation was established by the
Compensation Committee at the beginning of the year. Target bonus constituted
60% of Mr. Scott's target compensation for the year. Mr. Scott's performance
objectives relating to financial performance of Jones Lang LaSalle were measured
against achievement of the adjusted earnings per share target for the year and
development of a plan for 2001. For 2000, Jones Lang LaSalle announced a target
of 30% growth in adjusted earnings per share over 1999 to $1.39. Jones Lang
LaSalle in fact exceeded this target, reporting adjusted earnings per share of
$1.41 despite significant weakness during the year in three of Jones Lang
LaSalle's most important revenue currencies, the pound sterling, the euro and
the Australian dollar. (The $1.41 excludes the impact of the implementation of
Staff Accounting Bulletin 101, the impact of which had not been included in the
2000 plan.) A plan for 2001 has been presented to the Board of Directors.
Mr. Scott's individualized objectives involved assuring that Jones Lang LaSalle
is an e-commerce leader among major firms in the real estate services industry,
increasing institutional investor holdings of Jones Lang LaSalle stock, raising
co-investment capital for LaSalle Investment Management and establishing and
articulating a comprehensive post-merger vision and strategy. Mr. Scott provided
the Compensation Committee with written information regarding his performance on
his objectives and discussed this information with the Compensation Committee.
Based upon its evaluation of Mr. Scott's performance on the various objectives,
the Compensation Committee determined that Mr. Scott should receive his target
bonus for the year.
CERTAIN TAX MATTERS. United States tax laws limit the deduction a publicly
held corporation is allowed for compensation paid to the chief executive officer
and to the four most highly compensated executive officers other than the chief
executive officer. Generally, amounts paid in excess of $1 million to a covered
executive, other than performance compensation, cannot be deducted. Jones Lang
LaSalle considers ways to maximize the deductibility of executive compensation
but reserves the right to compensate executive officers in a manner commensurate
with performance and the competitive environment for executive talent. As a
result, some portion of executive compensation paid to an executive officer
whose compensation is subject to the deduction limits described above may not be
deductible by Jones Lang LaSalle in the United States.
COMPENSATION COMMITTEE
Thomas C. Theobald (Chairman)
Henri-Claude de Bettignies
Derek A. Higgs
John R. Walter
19
PERFORMANCE GRAPH
The following line graph compares Jones Lang LaSalle's cumulative
stockholder return on its Common Stock to the cumulative total return of the
Standard & Poor's 500 Stock Index ("S&P 500 Index") and an industry peer group
index ("Custom Industry Index") from July 17, 1997 (the time of Jones Lang
LaSalle's initial public offering) to December 31, 2000. The Custom Industry
Index is composed of the following other publicly traded real estate services
companies: CB Richard Ellis, Inc., Grubb & Ellis Company, Insignia Financial
Group, Inc. and Trammell Crow Company. The graph assumes the investment of $100
in Jones Lang LaSalle and each of the indices on July 17, 1997 and the
reinvestment of all dividends. The return shown on the graph is not necessarily
indicative of future performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
JONES LANG LASALLE INC. S & P 500 PEER GROUP
7/17/97 100 100 100
12/97 155 111 96
12/98 128 142 79
12/99 52 172 42
12/00 60 156 51
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Messrs. Scott and Rose, as well as an entity affiliated with Mr. Scott, are
limited partners of Diverse Real Estate Holdings Limited Partnership
("Diverse"). Diverse has an ownership interest in and operates investment
assets, primarily as the managing general partner of real estate development
ventures. Prior to January 1, 1992, Jones Lang LaSalle earned fees for providing
development advisory services to Diverse as well as fees for the provision of
administrative services. Effective January 1, 1992, Jones Lang LaSalle
discontinued charging fees to Diverse for these services. In 1992, Diverse began
the process of discontinuing its operations and disposing of its assets. In
2000, Diverse made no payments to Jones Lang LaSalle. At the end of 2000, the
total receivable due from Diverse in connection with such fees and interest
thereon was $.7 million. Messrs. Scott and Rose directly hold an approximately
13.4% and 2.8% partnership interest in Diverse, respectively. In addition, the
Stuart Scott Trust, a trust affiliated with Mr. Scott, has a 6.4% partnership
interest in Diverse. Diverse did not make distributions to its partners in 2000.
Jones Lang LaSalle provides property management and leasing and investment
management services to The Dai-ichi Mutual Life Insurance Company, a significant
beneficial owner (indirectly through various entities) of Common Stock of Jones
Lang LaSalle, and its affiliates ("Dai-ichi"). Jones Lang LaSalle earned $7.5
million in fees from Dai-ichi in 2000 with respect to such services. At the end
of 2000, Jones Lang LaSalle had receivables of $2.3 million due from Dai-ichi
with respect to such services. Jones Lang LaSalle believes that the services
provided to Dai-ichi and its affiliates are on terms no more favorable to
Dai-ichi than those available to unaffiliated persons.
Jones Lang LaSalle provides property management and leasing and investment
management services to Gothaer Lebensversicherung A.G., a significant beneficial
owner of Common Stock of Jones Lang LaSalle, and its affiliates ("Gothaer").
Jones Lang LaSalle earned $1.9 million in fees from Gothaer in 2000 with respect
to such services. At the end of 2000, Jones Lang LaSalle had receivables of $.7
million due from Gothaer with respect to such services. Jones Lang LaSalle
believes that the services provided to Gothaer are on terms no more favorable to
Gothaer than those available to unaffiliated persons.
In connection with the transactions pursuant to which the interests in the
Predecessor Partnerships were contributed to Jones Lang LaSalle, Jones Lang
LaSalle granted registration rights to certain Dai-ichi affiliates, as well as
certain other parties, with respect to the shares of Common Stock issued to them
in exchange for such contributions. The Directors and executive officers who are
parties to the Stockholder Agreements and the DEL Stockholder Agreements may be
given the right to register shares of Common Stock which they hold in accordance
with those agreements.
Mr. David K.P. Li, a Jones Lang LaSalle Director, is the Chairman and Chief
Executive Officer of, and holds a significant interest in, The Bank of East Asia
Limited (the "Bank"). The Bank is one of the lenders under Jones Lang LaSalle's
Second Amended and Restated Multicurrency Credit Agreement dated as of July 26,
2000. In 2000, Jones Lang LaSalle paid to the Bank $.7 million in fees and
interest. As of December 31, 2000, the portion of the revolving credit facility
attributable to the Bank's participation was $4.0 million. The highest balance
during year 2000 attributable to the Bank's participation was $17.8 million.
From time to time, Directors and executive officers are given an opportunity
to invest in investment vehicles managed by subsidiaries of Jones Lang LaSalle
on the same terms as other unaffiliated investors. Additionally, executive
officers and other employees have been, and in the future may be, allowed to
acquire small interests in certain investment vehicles in order that these
vehicles can satisfy certain tax requirements.
21
SECURITY OWNERSHIP
The following table sets forth certain information concerning the beneficial
ownership of the Common Stock, which are the only outstanding voting securities
and equity securities of Jones Lang LaSalle, as of March 28, 2001 (except where
otherwise noted) by: (i) each Director and Director nominee of Jones Lang
LaSalle; (ii) each of the Named Executive Officers; (iii) the Directors,
Director nominees and executive officers of Jones Lang LaSalle as a group; and
(iv) each person who is known to Jones Lang LaSalle to have been the beneficial
owner of more than five percent of the Common Stock. On March 28, 2001, there
were 29,774,135 shares of Common Stock outstanding. Unless otherwise indicated
in the footnotes, all of such interests are owned directly, and the indicated
person or entity has sole voting and dispositive power.
SHARES OF
COMMON STOCK
BENEFICIALLY OWNED
--------------------
NAMES (1) NUMBER PERCENT
- --------- --------- --------
The Dai-ichi Mutual Life Insurance Company (2).............. 2,199,162 7.4%
Gothaer Lebensversicherung A.G. (3)......................... 1,734,594 5.8%
Stuart L. Scott (4) (5)..................................... 810,103 2.7%
Christopher A. Peacock (6).................................. 175,849 *
Robin S. Broadhurst......................................... 154,182 *
Christopher M. G. Brown (4)................................. 201,486 *
Henri-Claude de Bettignies (7).............................. 15,760 *
Darryl Hartley-Leonard (8).................................. 37,477 *
Derek A. Higgs (9).......................................... 7,600 *
David K.P. Li (10).......................................... 25,760 *
Robert S. Orr (11).......................................... 137,339 *
William E. Sullivan (12).................................... 136,633 *
Thomas C. Theobald (13)..................................... 67,347 *
Lynn C. Thurber (4) (14).................................... 159,714 *
John R. Walter (15)......................................... 45,997 *
Earl E. Webb (4) (16)....................................... 172,167 *
All Directors, Director nominees and executive officers as a
group (20 persons) (17)................................... 2,321,576 7.7%
- ---------
* Less than 1%
(1) Unless otherwise indicated, the address of each person or entity is c/o
Jones Lang LaSalle Incorporated, 200 East Randolph Drive, Chicago, Illinois
60601.
(2) Information with respect to beneficial ownership of The Dai-ichi Mutual
Life Insurance Company is included herein in reliance on a Schedule 13G,
dated February 10, 1998, filed with the SEC reporting ownership as of
December 31, 1997. According to the Schedule 13G, The Dai-ichi Mutual Life
Insurance Company owns 100% of the outstanding shares of capital stock of
Dai-ichi Life Property Holdings, Inc., which in turn owns 100% of the
outstanding shares of capital stock of Dai-ichi Life Investment
Properties, Inc., which in turn owns 100% of the outstanding shares of
capital stock of DSA-LSPL, Inc. and DSA-LSAM, Inc. DSA-LSPL, Inc. owns
directly 1,869,288 shares of Common Stock, and DSA-LSAM, Inc. owns directly
329,874 shares of Common Stock. The address of The Dai-ichi Mutual Life
Insurance Company is 13-1 Yurakucho, 1-chome, Tokyo, Japan 100.
(3) Information with respect to beneficial ownership of Gothaer
Lebensversicherung A.G. is included herein in reliance on a Schedule 13D,
dated January 5, 2001, filed with the SEC reporting ownership as of
December 21, 2001. According to the Schedule 13D, Gothaer
Lebensversicherung A.G. owns
22
directly 1,734,594 shares of Common Stock. The address of Gothaer
Lebensversicherung A.G. is Gothaer Platz 2-8, 37083 Goettingen, Germany.
(4) Shares are owned directly and by corporations of which the reporting person
is, or the reporting person and the reporting person's spouse are, the sole
stockholder.
(5) Includes 76,250 shares which Mr. Scott had the right to acquire through
stock options granted under the 1997 Stock Incentive Plan which were
exercisable on March 28, 2001 or which would become exercisable within 60
days of that date. 15,000 of the shares listed are held by a trust for the
benefit of Mr. Scott's children.
(6) Includes 16,667 shares which Mr. Peacock had the right to acquire through
stock options granted under the 1997 Stock Incentive Plan which were
exercisable on March 28, 2001 or which would become exercisable within 60
days of that date.
(7) Includes 15,760 shares which Professor de Bettignies had the right to
acquire through stock options granted under the 1997 Stock Incentive Plan
which were exercisable on March 28, 2001 or which would become exercisable
within 60 days of that date.
(8) Includes 19,400 shares which Mr. Hartley-Leonard had the right to acquire
through stock options granted under the 1997 Stock Incentive Plan which
were exercisable on March 28, 2001 or which would become exercisable within
60 days of that date.
(9) Includes 2,600 shares which Mr. Higgs had the right to acquire through
stock options granted under the 1997 Stock Incentive Plan which were
exercisable on March 28, 2001 or which would become exercisable within 60
days of that date.
(10) Includes 15,760 shares which Dr. Li had the right to acquire through stock
options granted under the 1997 Stock Incentive Plan which were exercisable
on March 28, 2001 or which would become exercisable within 60 days of that
date.
(11) Includes 2,500 shares which Mr. Orr had the right to acquire through stock
options granted under the 1997 Stock Incentive Plan which were exercisable
on March 28, 2001 or which would become exercisable within 60 days of that
date.
(12) Includes 52,500 shares which Mr. Sullivan had the right to acquire through
stock options granted under the 1997 Plan which were exercisable on
March 28, 1999 or which would become exercisable within 60 days of that
date. 400 of the shares listed are held by children of Mr. Sullivan.
Mr. Sullivan disclaims beneficial ownership of the shares of Common Stock
owned by his children.
(13) Includes 19,400 shares which Mr. Theobald had the right to acquire through
stock options granted under the 1997 Stock Incentive Plan which were
exercisable on March 28, 2001 or which would become exercisable within 60
days of that date. 2,000 of the shares listed are held by Mr. Theobald's
wife as custodian for his daughter, and 2,000 of the shares listed are
held by Mr. Theobald as trustee of a trust for the benefit of his son.
Mr. Theobald disclaims beneficial ownership of this 4,000 shares.
(14) Includes 36,459 shares which Ms. Thurber had the right to acquire through
stock options granted under the 1997 Stock Incentive Plan which were
exercisable on March 28, 2001 or which would become exercisable within 60
days of that date.
(15) Includes 19,400 shares which Mr. Walter had the right to acquire through
stock options granted under the 1997 Stock Incentive Plan which were
exercisable on March 28, 2001 or which would become exercisable within 60
days of that date. 26,577 of the shares listed are held by Mr. Walter as
trustee of a trust for the benefit of himself, his wife and others.
23
(16) Includes 44,167 shares which Mr. Webb had the right to acquire through
stock options granted under the 1997 Stock Incentive Plan which were
exercisable on March 28, 2001 or which would become exercisable within 60
days of that date.
(17) See footnotes (4) through (16) above.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires Jones Lang LaSalle's Directors,
certain of Jones Lang LaSalle's officers and beneficial owners of more than 10
percent of Jones Lang LaSalle's outstanding Common Stock to file reports of
ownership and changes in ownership of Jones Lang LaSalle's Common Stock with the
Securities and Exchange Commission and to send copies of such reports to Jones
Lang LaSalle. Based solely upon a review of such reports and amendments thereto
furnished to Jones Lang LaSalle and upon written representations of certain of
such persons regarding their ownership of Common Stock, Jones Lang LaSalle
believes that no such person failed to file any such report on a timely basis
during 2000, except that the initial statement of beneficial ownership and a
statement of change for a small open market purchase and a merger distribution
adjustment for Mr. Williams were filed late. Additionally, small employee plan
transactions were not included on the annual statement of beneficial ownership
of Messrs. Scott and Rose, and a small transfer by Mr. Orr to his wife was not
included on his annual statement of beneficial ownership. Amended statements
reflecting these transactions have been filed.
PROPOSAL 2
APPROVAL OF AMENDMENT TO 1997 STOCK AWARD AND INCENTIVE PLAN
On March 1, 2001, the Jones Lang LaSalle Board approved an amendment to the
1997 Stock Incentive Plan (the "1997 Stock Incentive Plan Amendment") to
increase the number of shares of Jones Lang LaSalle common stock authorized for
granting of awards thereunder from 4,160,000 to 8,610,000 shares. As of the
close of business on March 28, 2001, Jones Lang LaSalle common stock was trading
at $12.28 per share. As of January 31, 2001, options to acquire stock and PBS
Shares covering approximately 3,946,069 shares of Jones Lang LaSalle common
stock were outstanding under the 1997 Stock Incentive Plan, and 213,931 shares
of Jones Lang LaSalle common stock remained available for future awards.
Jones Lang LaSalle relies on the use of equity awards to attract and retain
qualified personnel with the abilities to further its growth. Jones Lang LaSalle
believes that the continued use of stock options is an important means of
providing appropriate incentives to employees of Jones Lang LaSalle who are
necessary for the future success of Jones Lang LaSalle. In addition, grants of
shares utilized for the PBS Program, as it may be modified, amended, or
replaced, are designed to link the interests of the Senior Executives to those
of the shareholders by paying a portion of their bonus in deferred shares. As a
result, Jones Lang LaSalle believes that additional shares will be needed for
issuance under the 1997 Stock Incentive Plan. In the event that stockholder
approval is not obtained for the 1997 Stock Incentive Plan Amendment, the PBS
Shares with respect to 2000 bonuses for persons who are not executive officers
will be granted under a separate plan which has been approved by the Board. In
the event that stockholder approval is obtained for the 1997 Stock Incentive
Plan Amendment, this separate plan will be canceled.
A proposal to approve the amendment to the 1997 Stock Incentive Plan will be
presented at the Annual Meeting. Approval of the 1997 Stock Incentive Plan
Amendment requires the affirmative vote of a majority of the votes cast on such
proposal. Each valid proxy returned to Jones Lang LaSalle will be voted for the
approval of the amendment to the 1997 Stock Incentive Plan unless the proxy
specifies otherwise. THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF
THE AMENDMENT.
The following is a summary of the principal features of the 1997 Stock
Incentive Plan. This summary does not, however, purport to be a complete
description of all the provisions of the 1997 Stock Incentive Plan and is
qualified in its entirety by reference to the actual terms of the 1997 Stock
Incentive Plan. Any
24
stockholder who wishes to obtain a copy of the plan document and amendments may
do so by written request to Jones Lang LaSalle Incorporated, 200 East Randolph
Drive, Chicago, Illinois 60601, Attention: Fritz E. Freidinger, Secretary. The
plan document and amendments have been filed with the Securities and Exchange
Commission.
DESCRIPTION OF THE 1997 STOCK INCENTIVE PLAN
The 1997 Stock Incentive Plan is designed to comply with the requirements of
Regulation G (12 C.F.R. Section 207), the requirements for "performance-based
compensation" under Section 162(m) of the Code and the conditions for exemption
from the short-swing profit recovery rules under Rule 16b-3 of the Exchange Act.
The 1997 Stock Incentive Plan provides for the granting of stock options
("Options"), including "incentive stock options" ("ISOs") within the meaning of
Section 422 of the Code and non-qualified stock options ("NQSOs"). Options
granted under the 1997 Stock Incentive Plan may be accompanied by stock
appreciation rights ("SARs") or limited stock appreciation rights ("Limited
SARs"), or both ("Rights"). Rights may also be granted independently of Options.
The 1997 Stock Incentive Plan also provides for the granting of restricted stock
("Restricted Stock") and restricted stock units ("Restricted Stock Units"),
dividend equivalents ("Dividend Equivalents"), performance shares and other
stock- and cash-based awards ("Performance Awards"). Pursuant to the 1997 Stock
Incentive Plan, certain Options have been and will be granted to Non-Executive
Directors. The 1997 Stock Incentive Plan also permits the plan's administrator
to make loans to participants in connection with the grant of awards, on terms
and conditions determined by the Plan Administrator. Each award is evidenced by
an agreement (an "Award Agreement") setting forth the terms and conditions
applicable thereto. Certain officers received a portion of their 2000 bonuses in
PBS Shares.
The 1997 Stock Incentive Plan is administered by the Compensation Committee
of the Board (sometimes referred to herein as the "Plan Administrator"). Subject
to the terms of the 1997 Stock Incentive Plan, the Plan Administrator has the
right to grant awards to eligible recipients and to determine the terms and
conditions of Award Agreements, including the vesting schedule and exercise
price of such awards. The plan provides that, unless otherwise determined by the
Plan Administrator, in the event of a change in control of Jones Lang LaSalle
(as defined in the 1997 Stock Incentive Plan) awards under the plan will, among
other things, become fully vested and valued as provided in the plan.
Discretionary grants of awards under the 1997 Stock Incentive Plan may be
made to any Director (including Non-Executive Directors), employee or any
independent contractor of Jones Lang LaSalle or its direct and indirect
subsidiaries and affiliates who is determined by the Plan Administrator to be
eligible for participation in the plan. ISOs, however, may only be granted to
employees of Jones Lang LaSalle and its subsidiaries.
Options vest and become exercisable over the exercise period, at such times
and upon such conditions, including amount and manner of payment of the exercise
price, as the Plan Administrator determines and sets forth in the Award
Agreement. The Plan Administrator may accelerate the exercisability of any
outstanding Option at such time and under such circumstances as it deems
appropriate. Options that are not exercised within 10 years (or such shorter
term as the Plan administrator may determine) from the date of grant, however,
will expire without value. Options are exercisable during the optionee's
lifetime only by the optionee. The Award Agreements contain provisions regarding
the exercise of Options following termination of employment with or service to
Jones Lang LaSalle, including terminations due to the death, disability or
retirement of an award recipient.
Future grants to be made under the 1997 Stock Incentive Plan will be
authorized by the Compensation Committee in its sole discretion. For this
reason, it is not possible to determine the benefits or amounts that will be
received by any particular employees or group of employees in the future.
25
FEDERAL INCOME TAX CONSEQUENCES
Set forth below is a discussion of the principal United States federal
income tax consequences of Options (including ISOs and NQSOs), SARs, Limited
SARs, Restricted Stock, Restricted Stock Units, Dividend Equivalents and
Performance Awards that may be granted pursuant to the 1997 Stock Incentive
Plan. THIS DISCUSSION IS BASED ON AN ANALYSIS OF THE CODE AS CURRENTLY IN
EFFECT, EXISTING LAWS, JUDICIAL DECISIONS, ADMINISTRATIVE RULINGS AND
REGULATIONS, AND PROPOSED REGULATIONS, ALL OF WHICH ARE SUBJECT TO CHANGE.
OPTIONS
ISOS. No taxable income will be realized by an option holder upon the grant
or exercise of an ISO. If shares are issued to an option holder pursuant to the
exercise of an ISO granted under the 1997 Stock Incentive Plan and if a
disqualifying disposition of such shares is not made by such option holder
(i.e., no disposition is made within two years after the date of grant or within
one year after the receipt of such shares by such option holder), then (i) upon
sale of such shares, any amount realized in excess of the exercise price of the
ISO will be taxed to such option holder as a long-term capital gain and any loss
sustained will be a long-term capital loss and (ii) no deduction will be allowed
to Jones Lang LaSalle. However, if shares acquired upon the exercise of an ISO
are disposed of prior to the expiration of either holding period described
above, generally (x) the option holder will realize ordinary income in the year
of disposition in an amount equal to the excess (if any) of the fair market
value of the shares at the time of exercise (or, if less, the amount realized on
the disposition of the shares), over the exercise price thereof, and (y) Jones
Lang LaSalle will be entitled to deduct an amount equal to such income. Any
additional gain recognized by the option holder upon a disposition of such
shares prior to the expiration of the holding period described above will be
taxed as a short-term or long-term capital gain, as the case may be, and will
not result in any deduction by Jones Lang LaSalle.
If an ISO is exercised at a time when it no longer qualifies as an ISO, such
option will be treated as a NQSO. Subject to certain exceptions, an ISO
generally will not be eligible for the federal income tax treatment described
above if it is exercised more than three months following termination of
employment.
NQSOS. In general, a grantee will not be subject to tax at the time a NQSO
is granted. Upon exercise of a NQSO where the exercise price is paid in cash,
the grantee generally must include in ordinary income at the time of exercise an
amount equal to the excess, if any, of the fair market value of the Jones Lang
LaSalle common stock at the time of exercise over the exercise price, and will
have a tax basis in such shares equal to the cash paid upon exercise plus the
amount taxable as ordinary income to the grantee.
Jones Lang LaSalle generally will be entitled to a deduction in the amount
of a grantee's ordinary income at the time such income is recognized by the
grantee upon the exercise of a NQSO. Income and payroll taxes are required to be
withheld on the amount of ordinary income resulting from the exercise of a NQSO.
SARS AND LIMITED SARS
A grant of SARs or Limited SARs has no federal income tax consequences at
the time of such grant. Upon the exercise of SARs or Limited SARs (other than a
free standing right that is a Limited SAR), the amount of any cash and the fair
market value as of the date of exercise of any shares of the Jones Lang LaSalle
common stock received is taxable to the grantee as ordinary income. With respect
to a free standing right that is a Limited SAR, however, a grantee should be
required to include as taxable income on the date of a change in control an
amount equal to the amount of cash that could be received upon the exercise of
the Limited SAR, even if the Limited SAR is not exercised until a date
subsequent to the change in control date. Jones Lang LaSalle will generally be
entitled to a deduction at the same time and in an amount equal to the amount
included in the grantee's income.
26
RESTRICTED STOCK/RESTRICTED STOCK UNITS
A grantee will not recognize income, and Jones Lang LaSalle will not be
entitled to a deduction, upon the grant of Restricted Stock. A grantee generally
must include in ordinary income the fair market value of Restricted Stock at the
time such Restricted Stock is no longer subject to a substantial risk of
forfeiture ("Forfeiture Period") within the meaning of Section 83 of the Code
including, in the case of an insider, potential liability under Section
16(b) of the Exchange Act), and such grantee's tax basis in such shares will be
equal to their fair market value.
Jones Lang LaSalle generally will be entitled to a deduction in the amount
of an employee's ordinary income at the time such income is recognized as
described above. Income and payroll taxes are required to be withheld on the
amount of ordinary income resulting from the Restricted Stock.
DIVIDEND EQUIVALENTS
A grantee will not be taxed upon the grant of a Dividend Equivalent, but
will instead recognize ordinary income in an amount equal to the value of the
Dividend Equivalent at the time the Dividend Equivalent becomes payable to the
grantee. Jones Lang LaSalle will be entitled to a deduction at such time and in
such amount as the grantee recognizes ordinary income with respect to the
Dividend Equivalent.
PERFORMANCE AWARDS
A grantee will not recognize income, and Jones Lang LaSalle will not be
entitled to a deduction, upon the grant of a Performance Award. A grantee
generally must include in ordinary income the fair market value of the cash,
shares of Jones Lang LaSalle common stock, other award or other property
received by him upon realization to the Performance Award, and such grantee's
tax basis in any such shares, award or other property will be equal to such fair
market value.
Jones Lang LaSalle generally will be entitled to a deduction in the amount
of the grantee's ordinary income at the time income is recognized as described
above. Income and payroll taxes are required to be withheld on the amount of the
ordinary income resulting from the Performance Award.
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board, with the recommendation of the Audit Committee, has appointed the
firm of KPMG LLP as Jones Lang LaSalle's independent auditors for 2001. A
proposal to ratify this appointment will be presented at the Annual Meeting.
Each valid proxy returned to Jones Lang LaSalle will be voted for the
ratification of the appointment of KPMG LLP as Jones Lang LaSalle's independent
auditors for 2001 unless the proxy specifies otherwise. THE BOARD RECOMMENDS
THAT STOCKHOLDERS VOTE FOR RATIFICATION OF SUCH APPOINTMENT. The Board retains
the right to appoint substitute independent auditors at any time during 2001 for
any reason whatsoever upon the recommendation of the Audit Committee.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board is responsible for providing independent,
objective oversight of Jones Lang LaSalle's accounting functions and internal
controls. The Audit Committee is composed of 4 Directors, each of whom is
independent as defined by the New York Stock Exchange listing standards. The
Audit Committee operates under a written charter approved by the Board of
Directors. A copy of the charter is attached to this Proxy Statement as Appendix
A.
27
Management is responsible for Jones Lang LaSalle's internal controls and
financial reporting process. The independent accountants are responsible for
performing an independent audit of Jones Lang LaSalle's consolidated financial
statements in accordance with generally accepted auditing standards and to issue
a report thereon. The Audit Committee's responsibility is to review these
processes.
In connection with these responsibilities, the Audit Committee met with
management and the independent accountants to review and discuss the December
31, 2000 financial statements. The Audit Committee also discussed with the
independent accountants the matters required by Statement on Auditing Standards
No. 61 (Communication with Audit Committees). The Audit Committee also received
written disclosures from the independent accountants required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees),
and the Audit Committee discussed with the independent accountants that firm's
independence.
Based upon the Audit Committee's discussions with management and the
independent accountants, and the Audit Committee's review of the representations
of management and the independent accountants, the Audit Committee recommended
that the Board of Directors include the audited consolidated financial
statements in Jones Lang LaSalle's Annual Report on Form 10-K for the year ended
December 31, 2000, to be filed with the Securities and Exchange Commission.
AUDIT COMMITTEE
Darryl Hartley-Leonard (Chairman)
Henri-Claude de Bettignies
Derek A. Higgs
John R. Walter
INDEPENDENT PUBLIC ACCOUNTANTS
Jones Lang LaSalle expects that representatives of KPMG LLP will be present
at the Annual Meeting and will be available to respond to appropriate questions.
Such representatives will have the opportunity to make a statement at the Annual
Meeting if they desire to do so.
AUDIT FEES
The total fees for professional services rendered in connection with the
audit of Jones Lang LaSalle's annual financial statements included on Form 10-K
and the reviews of the financial statements included in Jones Lang LaSalle's
quarterly reports on Form 10-Q totaled approximately $0.6 million for the year
2000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
KPMG LLP provided no professional services in connection with the design and
implementation of financial information systems for the year 2000.
ALL OTHER FEES
For the year 2000, KPMG LLP billed Jones Lang LaSalle approximately
$1.9 million for services other than those disclosed above, including, without
limitation, tax planning and compliance, statutory audit services and services
related to registration of securities.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the year 2002 Annual
Meeting and included in Jones Lang LaSalle's proxy statement and form of proxy
relating to that meeting pursuant to Rule 14a-8 under the Exchange Act must be
received by Jones Lang LaSalle at Jones Lang LaSalle's principal executive
offices by December 7, 2001. In order for stockholder proposals made outside of
Rule 14a-8 under the Exchange Act to be considered "timely" within the meaning
of Rule 14a-4(c) under the
28
Exchange Act, such proposals must be received by Jones Lang LaSalle at Jones
Lang LaSalle's principal executive offices by February 15, 2002. The Amended
Bylaws require that proposals of stockholders made outside of Rule 14a-8 under
the Exchange Act must be submitted, in accordance with the requirements of the
Amended Bylaws, not later than February 15, 2002 and not earlier than
January 14, 2002.
PROXY SOLICITATION EXPENSE
The proxies being solicited by this Proxy Statement are being solicited by
the Board of Jones Lang LaSalle. Proxies may be solicited by officers, Directors
and regular employees of Jones Lang LaSalle, none of whom will receive any
compensation other than their regular compensation. Solicitations may be made
personally, or by mail, email, facsimile, telephone, telegraph or messenger.
Jones Lang LaSalle will, upon request, pay persons holding shares of Common
Stock in their names or the names of nominees, but not owning such shares
beneficially, such as brokerage houses, banks and other fiduciaries, for the
expense of forwarding solicitation materials to the beneficial owners. All of
the costs of the solicitation of proxies will be paid by Jones Lang LaSalle.
29
APPENDIX A
JONES LANG LASALLE INCORPORATED
AUDIT COMMITTEE CHARTER
(ADOPTED BY THE BOARD OF DIRECTORS ON MAY 15, 2000)
The Audit Committee is a committee of the Board of Directors. Its function
is to assist the Board in fulfilling its oversight responsibilities by reviewing
the financial information which will be provided to the shareholders and others,
the systems of internal financial controls and compliance with applicable laws,
regulations and internal policies which management has established and the audit
process.
The membership of the Committee shall consist of at least three Directors
and shall satisfy the requirements set forth in the rules of the New York Stock
Exchange. Committee Members and the Committee Chairman shall be designated by,
and serve at the pleasure of, the Board of Directors.
The Committee shall have the power to conduct or authorize investigations
into any matters within the Committee's scope of responsibilities. The Committee
shall be empowered to retain independent counsel, accountants or others to
assist it in the conduct of any investigation.
The Committee shall meet at least four times per year. Meetings may be held
by telephone conference. The Committee may ask members of management or others
to attend meetings and provide pertinent information as necessary. To the extent
they determine appropriate, the Committee Members may communicate outside such
meetings with one another and with members of management, the director of
internal auditing and the independent auditors.
In addition to those set forth in this Charter, the Committee will perform
such other activities consistent with the Company's charter and bylaws and
applicable law as the Committee or the Board of Directors deems necessary or
appropriate.
In meeting its responsibilities, the Audit Committee is expected to:
1. Provide an open avenue of communication between the internal auditors,
the independent auditors and the Board of Directors.
2. Review and reassess this Charter annually and submit any proposed
changes to the Board of Directors for approval.
3. Recommend to the Board of Directors the accounting firm to serve as
independent auditors, and review and approve the discharge of the
independent auditors.
4. Review, and discuss with the independent auditors, the independence of
the independent auditors, including a review of management consulting and
other non-audit services provided by that firm.
5. Review with management, the director of internal auditing and the
independent auditors significant risks or exposures with respect to
financial reporting and assess the steps management has taken to deal
with them.
6. Consider with management, the director of internal auditing and the
independent auditors the rationale for employing audit firms other than
the principal independent auditors.
7. Review with the director of internal auditing and the independent
auditors the coordination of audit effort to assure completeness of
coverage, reduction of redundant efforts and the effective use of audit
resources.
A-1
8. Consider and review with the independent auditors and the director of
internal auditing:
a. The adequacy of the Company's internal controls, including, without
limitation, computerized information system controls.
b. Any related significant findings and recommendations of the
independent auditors together with management's responses thereto.
c. Any other matters which the independent auditors determine they are
required under applicable regulations to communicate to the
Committee.
9. Prior to the annual audit of financial statements for the fiscal year,
review with the independent auditors the audit plan.
10. Review with management and the independent auditors at the completion of
the annual audit of the financial statements for the fiscal year and
prior to the filing of such financial statements with the Securities and
Exchange Commission:
a. The Company's annual financial statements and related footnotes.
b. The independent auditors' audit of the financial statements and
report thereon.
c. Any significant changes required in the audit plan during the course
of the audit.
d. Any serious difficulties or disputes with management encountered
during the course of the audit.
e. Other matters related to the conduct of the audit which are to be
communicated to the Committee under generally accepted auditing
standards.
11. Consider and review with management and the director of internal
auditing:
a. The plan for internal audits and changes made to the audit plan,
including, without limitation, to the planned scope of audits.
b. Significant findings during the year and management's responses
thereto.
c. Any difficulties encountered in the course of internal audits,
including any restrictions on the scope of work or access to required
information.
d. The internal auditing department budget and staffing.
12. Review with management and the independent auditors the Company's
quarterly financial statements and results prior to the filing of such
financial statements with the Securities and Exchange Commission.
13. Review legal and regulatory matters that may have a material impact on
the financial statements.
14. Meet with the director of internal auditing, the independent auditors
and management in such separate executive sessions as the Committee deems
appropriate to discuss any matters that the Committee or these groups
believe should be discussed privately with the Committee.
15. Report Committee actions to the Board of Directors with such
recommendations as the Committee may deem appropriate.
16. Prepare and file, or cause to be prepared and filed, any reports or
other documents required to be prepared and filed by the Committee under
applicable law or regulations of the Securities and Exchange Commission
or the New York Stock Exchange.
A-2
PROXY JONES LANG LASALLE INCORPORATED PROXY
Proxy Solicited on Behalf of The Board of Directors
For The Annual Meeting of Stockholders -- May 14, 2001
The undersigned hereby appoints Stuart L. Scott, Christopher A. Peacock and
Fritz E. Freidinger, and each of them, with full power of substitution, to
represent the undersigned and as proxies to vote all the Common Stock of Jones
Lang LaSalle Incorporated which the undersigned has power to vote, with all
powers which the undersigned would possess if personally present, at the annual
meeting of stockholders to be held on May 14, 2001, or at any adjournment or
postponement thereof.
THIS PROXY WILL BE VOTED AS SPECIFIED BY THE UNDERSIGNED. IF NO CHOICE IS
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL THE NOMINEES AND FOR
PROPOSAL NUMBER 2 AND PROPOSAL NUMBER 3.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
- --------------------------------------------------------------------------------
[JONES LANG LASALLE LOGO]
5776--JONES LANG LASALLE INCORPORATED
JONES LANG LASALLE INCORPORATED
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/
[ ]
1. Election of Directors: For Withhold For All Abstain For Against
NOMINEES: 01-Henri-Claude de Bettignies, All All Except 2. Amendment of the 1997 Stock
02-Darryl Hartley-Leonard, / / / / / / Award and Incentive Plan. / / / / / /
03-Robert S. Orr, 3. Ratification of the
04-William E. Sullivan, appointment of KPMG the Abstain For Against
05-Earl E. Webb and meeting according to their / / / / / /
06-Robin Broadhurst. best judgment and in their
discretion.
4. To vote upon any other
matters that may properly be
presented at the meeting
according to their best
judgment and in their
discretion.
__________________________________________
(Except nominee(s) written above.)
The undersigned acknowledges receipt
of the Notice of Annual Meeting of
Stockholders and of the Proxy
Statement.
Dated: ______________, 2001
Signature(s)______________________
__________________________________
Please sign exactly as your name
appears. If signing as attorney,
executor, administrator, trustee
or guardian or an officer of a
corporation or other entity,
please give full title. If shares
are held jointly, both owners must
sign.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
5776--JONES LANG LASALLE INCORPORATED