CBRE GROUP INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

CBRE Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Proxy Statement

and Notice of

Annual Meeting

May 21, 2025

CBRE's new global headquarters opened in 2024 at 2121 North Pearl Street, Dallas, Texas.

Photo: CBRE

2121 North Pearl Street, Suite 300Dallas, Texas 75201(214) 979-6100

April 4, 2025

Dear Fellow Stockholder:

On behalf of the Board of Directors and management of CBRE Group, Inc., I cordially invite you to attend our annual meeting of stockholders on Wednesday, May 21, 2025 at 11:00 a.m. (Central Time) (the “Annual Meeting” or the “2025 Annual Meeting”). The 2025 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the 2025 Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visitingwww.virtualshareholdermeeting.com/CBRE2025. Stockholders will be able to listen, vote and submit questions from their home or any location with internet connectivity. To participate in the meeting, you must have the 16-digit number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you elected to receive proxy materials by mail. The notice of meeting and proxy statement that follow describe the business that we will consider at the meeting.

We hope that you will be able to attend the meeting via our live webcast. However, regardless of whether you attend the meeting, your vote is very important. We are pleased to again offer multiple options for voting your shares. Regardless of whether you attend, please take advantage of this opportunity to vote your shares.*

Thank you for your continued support of CBRE Group, Inc.

Robert E. Sulentic

Chair, President and Chief Executive Officer

• Please see page 1 of this Proxy Statement for the many options available to vote your shares and other details on how you can participate in our Annual Meeting.

Notice of 2025 Annual

Meeting of Stockholders

Date:Wednesday, May 21, 2025 Time:11:00 a.m. (Central Time) Virtual Meeting Website:www.virtualshareholdermeeting.com/CBRE2025 Record Date:March 24, 2025

Your Vote Matters — How to Vote:

OnlineVisit www.proxyvote.com. You will need the 16-digit number included in your proxy card, voter instruction form or notice.

PhoneCall 1-800-690-6903 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice.

MailSend your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.

Via Webcast During the Annual MeetingVisit www.virtualshareholdermeeting.com/CBRE2025. You will need the 16-digit number included in your proxy card, voter instruction form or notice. Online access begins at 10:45 a.m. (Central Time).

​

Agenda:

1. Elect the 10 Board-nominated directors named in the Proxy Statement;

2. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

3. Conduct an advisory vote on named executive officer compensation for the fiscal year ended December 31, 2024; and

4. Transact any other business properly introduced at the Annual Meeting.

Your vote is important, and you are encouraged to vote promptly whether or not you plan to virtually attend the 2025 Annual Meeting of Stockholders.

We hope that you can attend the Annual Meeting. Regardless of whether you will attend via our live webcast, please complete and return your proxy so that your shares can be voted at the Annual Meeting in accordance with your instructions.

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be held on Wednesday, May 21, 2025: Our Proxy Statement and 2024 Annual Report are available free of charge on our website orwww.proxyvote.com.

We believe that this allows us to provide you with the information that you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

April 4, 2025

By Order of the Board of Directors

Chad J. Doellinger

Chief Legal & Administrative Officer and Corporate Secretary

This Proxy Statement and accompanying proxy card are first being made available on or about April 4, 2025. References in this Proxy Statement to “CBRE,” “the company,” “we,” “us” or “our” refer to CBRE Group, Inc. and include all of its consolidated subsidiaries, unless otherwise indicated or the context requires otherwise. References to “the Board” refer to our Board of Directors. A copy of our Annual Report for the fiscal year ended December 31, 2024, including financial statements, is being sent simultaneously with this Proxy Statement to each stockholder who requested paper copies of these materials and will also be available atwww.proxyvote.com.

Proxy Summary

To help you review the proposals to be voted upon at our 2025 Annual Meeting, we have summarized important information in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. This summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement and Annual Report on Form 10-K before voting.

Voting Matters and Board Recommendation

Our Corporate Strategy

We aspire to expand our position as the leading global commercial real estate services and investment firm, defined by our scale and the superior outcomes we deliver for our constituents.

We have been executing a strategy over many years to advance our aspiration. We completed a comprehensive review of our strategy in 2024 and affirmed its key elements, which include:

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Building a broad and deep presence across clients, services, property types, and geographies.

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Delivering strong organic and inorganic growth perpetuating the benefits of scale.

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Building differentiated services that are seamlessly integrated to deliver superior client solutions.

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Investing in disproportionately growing our resilient and secularly favored businesses.

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Leveraging our functional and knowledge platform to enhance growth and the quality of our solutions.

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Identifying, attracting and empowering top talent.

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Continually focusing on efficiency and cost to expand our margin advantage.

Sustainability

In 2024, we continued to drive sustainability progress. We believe we are well-positioned to lead our industry in providing strategic blueprint, resource optimization and decarbonization solutions that significantly reduce greenhouse gas (GHG) emissions.

Our Climate Transition Strategy guides our actions to help us achieve our near-term 2030 emissions reduction targets and reach our Net Zero by 2040 goal. Key initiatives include purchasing 100% renewable energy for our offices and electrifying our vehicle fleet.

We are committed to providing our stakeholders with transparent, meaningful sustainability information that is informed by the International Sustainability Standards Board’s standards, industry-specific Sustainable Accounting Standards Board standards and the Task Force on Climate-related Financial Disclosures framework recommendations. This information is published in our Corporate Responsibility Report, which is prepared in accordance with the Global Reporting Initiative Standards. In addition, we have participated in the United Nations Global Compact and supported its Ten Principles since 2007.

To learn more, please read our Corporate Responsibility Report atwww.cbre.com/responsibility and our Climate Transition Strategy atwww.cbre.com/corporatesustainability. The information contained on or available through this website is not a part of, or incorporated by reference into, this Proxy Statement.

Awards & Recognition

In 2024 and early 2025, we were recognized with the following awards and accolades:

Corporate Governance Highlights

We are committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability, and helps build public trust in our company. Our governance practices include:

• Robust director selection process resulting in a diverse Board in terms of experience, skills, tenure, gender, race, ethnicity, geography and age

• Strong lead independent director, elected by independent directors

• 8 out of 10 of our director nominees are independent

• Annual election of directors

• Majority voting standard for uncontested elections

• No “over-boarding” by our directors on other public-company boards

• Proxy access rights for director nominations

• Annual Board, committee and individual director evaluations and self-assessments

• Regular executive sessions, where independent directors meet without management present

• Active Board oversight of strategy, risk management, sustainability, social responsibility and governance matters

• Stock ownership requirements for directors and executive officers

• Policy restricting trading, and prohibiting hedging, short-selling and pledging, of CBRE stock

• Ongoing stockholder outreach and engagement

• Stockholder rights to call a special meeting

• No poison pill takeover defense plans

Our Board Nominees

Our Board nominees exhibit a mix of skills, experience and perspectives:

2024 Business Highlights

(1)

These are non-GAAP financial measures. For definitions and more information, see Annex A of this Proxy Statement. Our Board and management use these non-GAAP financial measures to evaluate our performance and manage our operations. However, non-GAAP financial measures should be viewed in addition to, and not as an alternative for, financial results prepared in accordance with GAAP. The term “GAAP,” as used in this Proxy Statement, means generally accepted accounting principles in the United States.

(2)

Inclusive of dividends, assuming reinvestment.

Company Performance and Financial Highlights

Our pay-for-performance approach aligns management and stockholder interests. An improved operating environment supported strong growth for CBRE in 2024. Overall, net revenue increased 14.2%. This included 14.1% net revenue growth in our resilient businesses (including facilities management, project management, property management, loan servicing, recurring investment management fees and valuations), and 14.3% net revenue growth in our transactional businesses (property sales, leasing, mortgage origination, carried interest and incentive fees in our investment management business, and development fees). Our capital deployment totaled approximately $1.8 billion. This included $1.1 billion in M&A and other strategic investments, including the acquisition of J&J Worldwide Services, a provider of outsourcing services primarily to the U.S. Department of Defense, and Direct Line Global, which provides technical facilities management services for data centers, and $644 million in share buybacks (repurchasing 5,110,624 shares). Even with these substantial investments, we ended 2024 with less than 1.0x net leverage, giving us substantial liquidity to finance future growth.

Comparison of 5-Year Cumulative Total Return(1) among CBRE Group, Inc., the S&P 500 Index(2) and Peer Group(3)

(1)

$100 invested on December 31, 2019 in stock or index-including reinvestment of dividends, fiscal year ending December 31.

(2)

Copyright© 2025 Standard & Poor’s, a division of S&P Global. All rights reserved.

(3)

Peer group contains companies with the following ticker symbols: CIGI, CWK, ISS, JLL, MMI, NMRK, SVS.L (London) and WD.

Executive Compensation Highlights

Our Pay-for-Performance Compensation Philosophy

Our executive compensation program is designed to:

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Align pay and performance;

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Reinforce our corporate strategy;

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Attract and retain accomplished and high-performing executives; and

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Motivate those executives to consistently achieve short- and long-term goals to further our corporate strategy.

To do this, we focus a significant percentage of our executive officers’ compensation on both annual and long-term incentive awards intended to drive growth in our business and in our share price in the short- and long-term, with a relatively modest portion of compensation paid in fixed base salary.

2024 Total Target Direct Compensation Mix

The total 2024 target direct compensation mix for our CEO is shown here:

CEO Target Compensation Mix

2024 Performance and NEO Compensation

The operating environment for commercial real estate improved in 2024, particularly in the second half of the year. The improved operating environment supported strong growth for CBRE in 2024, resulting in above target cash bonus payouts for our named executive officers.

2023 Core EPS Awards, the vesting of which was based on our two-year cumulative Core EPS performance during 2023 and 2024, were paid out at 60.1% of target. This reflected financial results that were below target due to the challenging market environment that prevailed during 2023 and the first half of 2024. 2024 Core EPS Awards, the vesting of which was based on Core EPS performance during 2024, were paid out at 200%. This reflected financial results that were above expectations, supported by an improved operating environment.

In 2024, as part of the review of target annual compensation opportunities, the Compensation Committee approved increases to the salary, Executive Bonus Plan (EBP) target and annual long term-term equity target for Mr. Sulentic and Ms. Giamartino. These increases (from 2023) were intended to align their compensation with market levels and/or to encourage executive engagement and support retention.

2024 NEO Total Annual Compensation

Set forth below is the 2024 annual compensation for our named executive officers who remained employed with us on December 31, 2024. This table is not intended to be a substitute for the Summary Compensation Table required under Item 402(c) of Regulation S-K. You can find the Summary Compensation Table for fiscal year 2024 under the heading, “Executive Compensation—Summary Compensation Table.”

2024 Updates to Long-Term Incentive Award Design

In 2024, the Compensation Committee granted annual equity awards in three forms—a Time Vesting Equity Award, a Relative TSR Equity Award and a Core EPS Equity Award. The Compensation Committee incorporated relative total shareholder return (TSR) into our annual long-term incentive program starting in 2024 after taking into account feedback solicited from our investors. For additional details, please refer to the discussion under the heading “Compensation Discussion and Analysis—Section 4. Elements of Our Compensation Program—Long-Term Incentive Awards” in this Proxy Statement.

Forward-Looking Statements

This Proxy Statement contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the company’s sustainability targets, strategies and goals. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the company’s actual results and performance in future periods to be materially different from any future results or performance suggested in forward-looking statements in this Proxy Statement. Any forward-looking statements speak only as of the date of this Proxy Statement and, except to the extent required by applicable securities laws, the company expressly disclaims any obligation to update or revise any of them to reflect actual results, any changes in expectations or any change in events. If the company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. Readers are urged to carefully review and consider the various disclosures made in the company’s Annual Report for the year ended December 31, 2024, particularly those under the captions “Cautionary Note on Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in the company’s press releases and other periodic filings with the SEC.

This Proxy Statement contains certain voluntary disclosures regarding our sustainability goals and related matters because we believe these matters are of interest to our investors; however, we do not believe these disclosures are “material” as that concept is defined by or construed in accordance with the securities laws or any other laws of the U.S. or any other jurisdiction, or as that concept is used in the context of financial statements and financial reporting. These disclosures speak only as of the date on which they are made, and we undertake no obligation and expressly disclaim any duty to correct or update such disclosures, whether as a result of new information, future events or otherwise, except as required by applicable law.

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