CBRE GROUP INC CLASS A (CBRE)
Sector: Real Estate
2026 Annual Meeting Analysis
CBRE GROUP INC CLASS A · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Elect Directors
Director since 2012 with strong finance and real estate credentials; CBRE's 3-year total return of 96.8% outperforms the company-disclosed peer group median by +66.2 percentage points, well above the 65pp threshold required to trigger an against vote for a strong-positive TSR company, and no overboarding or other policy flags apply.
Joined the board in January 2025, well within the 24-month new-director exemption, so the TSR trigger does not apply; he brings over 35 years of real estate and program management experience as CEO of CBRE's majority-owned subsidiary Turner & Townsend.
Director since 2017 with nearly 30 years of business strategy consulting experience; the TSR trigger does not apply given CBRE's strong outperformance of its peer group, and no overboarding or other policy flags apply.
Director since 2018 serving as Compensation Committee Chair; holds 3 other public company board seats, which equals the policy limit for non-executive directors (the policy triggers at 4 or more seats), so no overboarding flag applies; TSR outperformance clears the threshold.
Director since 2019 with extensive CEO and operations experience; holds 2 other public company board seats, within policy limits; CBRE's strong peer-relative TSR performance clears all thresholds.
Director since 2015 serving as Audit Committee Chair with confirmed financial expertise; holds 3 other public company board seats, at the policy limit but not over; TSR outperformance clears all thresholds.
Joined in February 2024, so his tenure overlaps roughly half the 3-year measurement period; even applying the trigger proportionally, CBRE's +66.2pp outperformance of the peer group median far exceeds the 65pp threshold, and he holds 2 other public board seats within policy limits.
Joined in July 2024, well within the 24-month new-director exemption, so the TSR trigger does not apply; she brings technology, AI, and global business experience relevant to CBRE's strategy.
CEO and Board Chair since 2012; as an executive director he is subject to the same TSR trigger, but CBRE's 3-year return of 96.8% outperforms the peer group median by +66.2pp, clearing the 65pp threshold for a strong-positive TSR company, so no against vote is warranted on TSR grounds.
Lead Independent Director since May 2025 and board member since 2017; holds no other public company board seats; CBRE's strong peer-relative TSR performance clears all policy thresholds.
All 10 director nominees pass policy screens: CBRE's 3-year total return of 96.8% outperforms the company-disclosed compensation peer group median by +66.2 percentage points, which does not exceed the 65pp threshold applicable to a strong-positive TSR company and therefore does not trigger any against votes on TSR grounds. No director is overboarded under policy limits (the threshold is 4 or more seats for non-executive directors). Two directors joined within the past 24 months and are exempt from the TSR trigger. All audit committee members have confirmed financial expertise.
Say on Pay
✓ FORCEO
Robert E. Sulentic
Total Comp
$24,325,039
Prior Support
91.4%%
CEO total compensation of $24.3 million reflects a program that is approximately 94% variable and performance-linked, consisting largely of performance-based stock awards tied to relative total shareholder return and earnings-per-share metrics alongside cash bonuses based on Core EBITDA targets — a structure that heavily favors pay that rises and falls with results rather than fixed salary. CBRE delivered strong 2025 results (revenue +13.4%, Core EPS +25.1%) and a 3-year total shareholder return of 96.8% that outperforms the S&P 500 and the company's own compensation peer group, demonstrating clear alignment between pay and shareholder outcomes. Prior-year say-on-pay support was 91.4%, the company has a meaningful clawback policy, and no individual pay-level or pay-mix flags are triggered under policy, supporting a FOR vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
17 yrs
Audit Fees
$23,600,000
Non-Audit Fees
$6,300,000
KPMG has served as CBRE's auditor since 2008 (approximately 17 years), which is below the 25-year tenure threshold that would trigger a concern. Non-audit fees (audit-related fees of $3.4M plus tax fees of $2.7M plus other fees of $0.2M, totaling $6.3M) represent approximately 27% of audit fees ($23.6M), well below the 50% threshold that would raise independence concerns, so ratification is supported.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder Proposal Regarding Special Stockholder Meetings
John Chevedden is a well-known individual governance activist with a long track record of submitting substantive governance proposals, and this type of ask — lowering the threshold for shareholders to call a special meeting — is a mainstream governance improvement that directly strengthens shareholder rights. The current 25% ownership requirement is the highest commonly used standard among S&P 500 companies and, as the filer notes, may be so high as to be practically unusable, since gathering 25% of shares for any purpose outside a major contested situation is extremely difficult for ordinary shareholders. While the board argues the 25% level reflects shareholder preferences expressed in prior votes and protects against misuse, those prior votes were often presented alongside board-sponsored alternatives rather than as standalone choices, which makes the historical results a weaker signal of genuine shareholder preference; a FOR vote here gives shareholders the cleaner opportunity to express a view on the principle.
Overall Assessment
CBRE's 2026 annual meeting presents a straightforward ballot: all 10 director nominees clear policy screens on the strength of exceptional 3-year stock performance that outpaces the company's own peer group by over 66 percentage points, the auditor passes both tenure and fee-ratio tests, and the executive compensation program earns support based on a heavily performance-linked pay structure aligned with strong 2025 financial and shareholder returns. The one contested item is a recurring governance proposal from John Chevedden to lower the special-meeting threshold from 25% to 10%, which we support as a mainstream shareholder-rights improvement despite the board's opposition.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing