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. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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):

Photo: Courtesy of Brookfield Properties

Brookfield Place, New York City, is among the U.S. office assets that CBRE is managing under a strategic partnership with Brookfield Properties, announced in January 2024.

April 12, 2024

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 22, 2024 at 11:00 a.m. (Central Time) (the “Annual Meeting” or the “2024 Annual Meeting”). The 2024 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the 2024 Annual Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visitingwww.virtualshareholdermeeting.com/CBRE2024. 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 2024 Annual

Meeting of Stockholders

Date: Wednesday, May 22, 2024 Time: 11:00 a.m. (Central Time) Virtual Meeting Website: www.virtualshareholdermeeting.com/CBRE2024 Record Date: March 28, 2024

Your Vote Matters — How to Vote:

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

Phone Call 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.

Mail Send 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 Meeting Visit www.virtualshareholdermeeting.com/CBRE2024. 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:

Your vote is important, and you are encouraged to vote promptly whether or not you plan to virtually attend the 2024 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 2024 Annual Meeting of Stockholders to be held on Wednesday, May 22, 2024: Our Proxy Statement and 2023 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 12, 2024

By Order of the Board of Directors

Chad Doellinger

Executive Vice President, General Counsel and Corporate Secretary

This Proxy Statement and accompanying proxy card are first being made available on or about April 12, 2024. 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, 2023, 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 2024 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, 2023. 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 developed a concise strategy that we have executed over many years, fine-tuning it as market circumstances change and opportunities emerge. Our strategy consists of the following key elements:

Sustainability and Social Responsibility

In 2023, we continued to make strides on our initiatives to be a sustainable and responsible company. We believe we are well-positioned to lead our industry in providing climate change solutions that significantly reduce greenhouse gas (GHG) emissions. Our Net Zero Roadmap for Corporate Operations guides our actions to help us achieve our interim targets to reduce our GHG emissions by 2035 and reach our net zero goal by 2040. Key initiatives include goals of purchasing 100% renewable energy for our offices and electrifying our vehicle and equipment fleet.

Driving progress on diversity, equity and inclusion at CBRE and in the broader commercial real estate industry is a company-wide priority. In 2023, we spent nearly $2 billion with diverse suppliers as we work toward our pledge to spend $3 billion with diverse suppliers annually by the end of 2025. We also partner with organizations to increase outreach to and help to develop diverse talent underrepresented in our industry.

We are committed to providing transparent, meaningful sustainability information to stakeholders and publish information in accordance with the International Sustainability Standards Board’s (ISSB) disclosures, including industry-specific SASB standards and the Task Force on Climate-related Financial Disclosures (TCFD) in our Corporate Responsibility Report (CR Report). In addition, our CR Report was prepared in accordance with the Global Reporting Initiative (GRI) Standards and we have participated in the United Nations Global Compact (UNGC) and supported its Ten Principles since 2007.

To learn more, please read our Corporate Responsibility Report atwww.cbre.com/responsibility. 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 2023 and early 2024, 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:

Our Board Nominees

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

2023 Business Highlights

Company Performance and Financial Highlights

Our pay-for-performance approach aligns management and stockholder interests. The real estate capital markets environment weighed on our business performance in 2023, particularly the transactional business lines within the Advisory Services and Real Estate Investments segments, which are sensitive to market cycles. While overall net revenue fell 3%, our Resilient Businesses (including the entire GWS business, property management, loan servicing, asset management fees in Investment Management and valuations), together, grew net revenue at a 10% clip. These businesses are well-positioned for growth across market cycles. On the other hand, revenue from our Transactional Businesses (sales, leasing, mortgage origination, carried interest and incentive and development fees) slumped 21% last year, but are poised to resume growth when the market cycle turns. Despite the year’s challenges, we invested approximately $961.3 million in share buybacks (repurchasing approximately 7,867,348 shares), infill M&A and other strategic investments, while ending the year below the midpoint of our target leverage range, 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)

Executive Compensation Highlights

Our Pay-for-Performance Compensation Philosophy

Our executive compensation program is designed to:

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.

2023 Total Target Direct Compensation Mix

The total 2023 target direct compensation mix is shown here:

CEO Target Compensation Mix

2023 Performance and NEO Compensation

2023 was a difficult year for commercial real estate. The tougher operating environment led to reduced cash bonuses for all of our named executive officers. Compared with annual cash bonus targets, 2023 cash bonuses awarded to our named executive officers averaged 86.2% of target, and ranged from 76.5% to 94.1%.

2022 Core EPS Awards, the vesting of which was based on ourtwo-year cumulative Core EPS performance during 2022 and 2023, were paid out at 0% (i.e., all 2022 Core EPS Equity Awards were forfeited). This reflected financial results that were below target due to the challenging market environment that prevailed for most of thetwo-year performance period.

In 2023, as part of the review of target annual compensation opportunities, the Compensation Committee approved increases to the annual long term-term equity targets for Mses. Giamartino and Dhandapani. The Compensation Committee also approved an increase to Ms. Giamartino’s salary and EBP target. These increases (from 2022) were intended to align their compensation with market levels.

2023 NEO Total Annual Compensation

Set forth below is the 2023 annual compensation for our named executive officers.

2024 Updates to Long-Term Incentive Award Design

As part of the Committee’s annual review of our compensation program, and in response to feedback from our investors, the Compensation Committee approved a change to the design of our annual performance-based awards. Beginning in 2024, our annual performance-based awards will incorporate two metrics—core EPS and relative total shareholder return. For additional information, see our Form 8-K filed on March 11, 2024.

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 and social responsibility 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, 2023, 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 and social responsibility 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.