CBRE Group, Inc. (CBRE) Earnings Call Transcript & Summary

Good morning and welcome to the 2020 Annual Meeting of Stockholders for CBRE Group, Inc. At this time, I would like to turn the meeting over to Mr. Brandon Boze. The floor is yours, sir.

Good morning, ladies and gentlemen. My name is Brandon Boze, and I'm the Chair of the Board of Directors of CBRE. We are pleased that you have joined us virtually at CBRE's 2020 Annual Meeting of Stockholders. Given our concerns about the health of our stockholders, directors, officers and employees, we felt the safest approach was to host our annual meeting as a virtual meeting this year. We appreciate all of you joining us virtually. If circumstances permit, we intend to return to an in-person meeting next year. Joining me by phone today is Bob Sulentic, CEO of CBRE. On behalf of the rest of the Board of Directors, we are very pleased to welcome you to the 2020 Annual Meeting of Stockholders. I will serve as Chair at today's meeting; and Larry Midler, our General Counsel and Corporate Secretary, who is also joining meeting by phone, will act as the secretary of the meeting. At this time, I'd also like to introduce the members of our Board of Directors who will be standing for reelection and are all joining us virtually. Their backgrounds and qualifications are described in detail in the proxy statement you received for today's meeting. In addition to Bob and myself, our current directors standing for election are: Beth Cobert, Curtis Feeny, Regi Gilyard, Shira Goodman, Chris Jenny, Gerry Lopez, Laura Tyson, Ray Wirta and Sanjiv Yajnik. We are also joined by several members of management, including our CFO, Leah Stearns. Also joining us are our independent auditors KPMG LLP. I would like to turn it over to Larry, who will now present an overview of the agenda and the rules of procedure for the meeting. Larry?

Thank you, Brandon. At this time, I would like to review for the stockholders the agenda for today's meeting and the procedure for submitting questions. On the left side of the screen is a question box where stockholders can enter questions at any point during the meeting. When you're entering your question, please remember to include your name and company with the question. Out of consideration for others, please limit yourself to 1 question. Stockholder questions or remarks must comply with our rules of procedure. The rules of procedure can be found at the bottom right-hand corner of the web portal. We appreciate your cooperation with those rules. If your question does not relate to a specific proposal, we will hold it to the general Q&A session after the formal portion of the meeting is adjourned. As described in the agenda for today's meeting, we will begin with the presentation of the 3 management proposals. We will introduce them all at once. We will then respond to questions about any of these 3 management proposals. We'll then discuss the stockholder proposal. The stockholder proponent will have up to 3 minutes to present the stockholder proposal. We will then respond to any questions relating to the stockholder proposal. After the presentation of proposals, we will close the polls. Once the polls are closed, we will announce the preliminary vote results, and the meeting will be adjourned. After the formal portion of the meeting is completed, we will then conduct a question-and-answer session. In accordance with the procedures for this meeting, the recording of these proceedings is prohibited, and I will now turn the business to be conducted at today's meeting back to Mr. Boze. Thank you.

Thank you, Larry. It is now 09:34 Central Time, and I hereby call this meeting to order. The polls are open and will remain open until I announce that the polls are closed. Any stockholders who have not yet voted or wish to change their vote may do so by clicking the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or previously voted via the telephone or internet and do not want to change their votes do not need to take any further action. The Board of Directors has fixed the close of business on March 16, 2020, as the record date for determination of stockholders entitled to receive notice of and to vote at this meeting, and a list of stockholders is available on the web portal for your review. As of the record date, there were 336,194,559 shares of our common stock outstanding and entitled to vote. The proxy materials for the annual meeting were first distributed and made available to stockholders on April 1, 2020, and Broadridge Financial Solutions has provided an affidavit certifying to the timely mailing of the proxy materials to all stockholders of record as of the record date. The inspector of election has certified that there is a sufficient quorum for all business to be conducted at this meeting. We will now turn to the management proposals for consideration by the stockholders. The first item is the election of directors. The Board has nominated each person named in the proxy materials for election as directors at this annual meeting to hold office until the 2021 Annual Meeting of Stockholders and until his or her successors are duly elected and qualified. The second item is to ratify the appointment of KPMG as the company's independent registered public accounting for 2020. The third item is an advisory resolution to approve named executive officer compensation. The Board recommends that stockholders vote for the management proposals for the reasons stated in the proxy statement. If you have any questions or comments regarding any of the 3 management proposals, please enter those questions into the web portal now. Mr. Midler, do we have any questions submitted by stockholders on any of the 3 management proposals?

We do not have any questions relating to the management proposals.

Okay. Great. We will now have the presentation of the stockholder proposal to be voted upon at today's meeting. Operator, is [ Mr. Glenn Beattie ] on the line?

Yes, this is [ Glenn Beattie ].

Great. You may proceed to present the proposal.

Thank you. Proposal 4 makes shareholder right to call a special meeting more accessible. John Chevedden is sponsor. Shareholders ask our Board to take the steps necessary to amend the bylaws and appropriate governing document to give the owners of a combined total of 10% of the outstanding common stock the power to call a special shareholder meeting. Special shareholder meetings allow shareholders to vote on important matters, such as electing new directors that can arise between annual meetings. This proposal topic won more than 70% support at Edwards Lifesciences. This proposal topic also won 78% support at a Sprint annual meeting with 1.7 billion yes-votes. Nuance Communications shareholders gave 94% support to a 2018 shareholder proposal calling for 10% of shareholders to call a special meeting. It is important to note that this overwhelming 94% support was for the 10% stock ownership threshold, not a higher stock ownership threshold like 25%. The current stock ownership threshold of 25% can mean that more than 50% of shareholders must be contacted during a short window of time to simply call a special meeting, plus many shareholders who are convinced that a special meeting should be called can make a small paperwork error that will disqualify them from counting towards the 25% ownership threshold that is now needed for a special meeting. There seems to be good reason to put this proposal to the 2020 ballot because the CBRE shareholders gave 44% support to the 2018 version of this proposal in spite of CBRE directors lowering the stock ownership threshold to call a special meeting to 25% in 2018. The 44% support probably represented at least 51% support from the shareholders who had access to independent proxy voting advice. Management should respect the vote of shareholders who had access to independent proxy voting advice. Adoption of this proposal will enable shareholders to engage with management with more of a position of strength, and shareholders will have a solid plan B with a 10% stock ownership threshold if management just wants to go through the motions of shareholder engagement. Please vote yes. Make shareholder right to call a special meeting more accessible, proposal four.

Thank you, [ Mr. Beattie ]. And the Board of Directors recommends that stockholders vote against this proposal for the reasons stated in the proxy statement. Mr. Midler, do we have any questions on the stockholder proposal?

Mr. Boze, we do not have any questions relating to the stockholder proposal.

Okay. Thank you. Well, that concludes the items to be voted upon in this meeting. If you have not done so already, please vote now on the web portal, and I will pause for a minute to give stockholders a bit of time to vote if they have not done so and wish to do so now. [Voting]

It is now 09:40 a.m. Central Time, and I declare that the polls are closed. I've been advised by the inspector of elections that based on the preliminary report of the inspector of elections that each person nominated as director has been elected; the appointment of KPMG has been ratified; that the advisory resolution on executive compensation has been approved; that the stockholder proposal regarding the ability to call a special stockholder meeting has failed. Please note that these results are preliminary. The official report of the inspector of election will be filed with our corporate records and reported on Form 8-K filed with the U.S. Securities and Exchange Commission. As there are no further matters to be raised at this meeting, I will entertain a motion to adjourn.

I move that the meeting be adjourned.

Do we have a second?

Do we have a second?

I second.

All in favor?

Aye.

Aye.

Okay. The formal portion of the meeting is now adjourned. At this time, we would like to entertain any general questions. Please adhere to the guidelines for questions that Mr. Midler previously outlined. Mr. Midler, do we have any questions?

Yes, we do. So we have received 5 questions and 3 of the questions relate to the same general subject matter relating to the effects of COVID-19. The questions are, what has been the greatest impact of COVID-19 on the company? Have there been employee furloughs so far in 2020? And what percent of our employees can mostly work from home?

Okay. Bob, do you want to answer that question?

Yes, I will, Brandon. I would say the greatest impact on our company as a result of COVID-19 has been the need to support our roughly 100,000 employees who are going to work in a different way now. We have 40,000 roughly on-site supporting clients. And we have protocols in place to make sure those 40,000 are safeguarded. And we have another approaching 60,000 around the world who are working from home. And we have had to support that 60,000 extensively with various types of technology to support connectivity, video conferencing, et cetera. That's been the biggest change. And right behind that is the need to work in this new way to support our clients. We have had a limited number, a single-digit percentage number of furloughs in our employee base around the world. And we position those job actions that way specifically so that we could bring those employees back to work, and we have high hopes and expectations that, that will be the case, and they are receiving certain benefit supports while they're on furlough. And then in terms of -- I think, Larry, the third question was -- the third part of the question was what percentage of our employees do we support as they work remotely?

Can most -- what percent can mostly work from home?

Okay. Well, I'm going to answer that by saying about 50% to 60% are working from home. And we, like many companies around the U.S. and around the world, are studying the degree to which they are being effective from home. We think that a lot of good work is getting done by our employees from home. But more to learn in that regard, and we're learning it along with the rest of the business world.

Thank you, Bob. Larry, were there any other questions?

Mr. Boze. Yes, there are a few others. So the next question is, in what month will the next in-person Board meeting be?

Well, our Board meets regularly each quarter and through the COVID time period over the past few months, we met much more frequently than that on a virtual basis. Due to the uncertainty around COVID, it's too early to tell when our next in-person Board meeting will be, but we will monitor the public health situation and put the safety and health of our management team and Board and collective advisers first as we continue to analyze that possibility.

Okay. Mr. Boze, there were 2 other questions. One I alluded to earlier of how many questions were submitted to this meeting. And the current answer to that question is 6, of which we've now addressed 5. The last question is by what percentage did the shareholder proposal fail? And I -- with your permission Mr. Boze, I'll answer the question as follows that we announced earlier that based on the preliminary results, all management proposals passed and the shareholder proposal did not pass. The final results will be reported on a Form 8-K filed within 4 business days, and that's how we're going to leave the answer to that question. And that concludes the questions that have been submitted, Mr. Boze, and I turn it back to you.

Thank you, Larry. I want to thank everyone for attending today's meeting and for all of your continued support of CBRE. We look forward to speaking with you at our next earnings call. Operator, you can close the lines.

This now concludes the meeting. Thank you for joining, and have a pleasant day.