Sector: Real Estate
CBRE GROUP INC CLASS A · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
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.
CEO
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
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.
1 proposal submitted by shareholders
Proposal 4
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.
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.
15 companies disclosed in 2026 proxy filing
