Notice of 2015 Annual Meeting of Shareholders and Proxy Statement
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Notice of 2015 Annual Meeting of Shareholders and Proxy Statement 9APR201514004803 Jones Lang LaSalle Incorporated 9APR201514003647 To Our 8APR201515245138 Shareholders April 17, 2015 Dear Shareholder: We would like to notify you that the 2015 Annual Meeting of Shareholders of Jones Lang LaSalle Incorporated will take place on Friday, May 29, 2015, beginning at 1:00 p.m., local time, at the JLL office located at One Post Office Square, 26th Floor, Boston, Massachusetts 02109. At this year’s meeting, we will vote on the election of 11 directors and the ratification of the election of KPMG LLP as our independent registered public accounting firm. We will also conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers. There are three pending changes on the Board this year. Kate S. Lavelle, who has served on our Board since 2013, has decided not to stand for re-election at this year’s Annual Meeting in order to devote additional time to a new business venture. We appreciate her valued service on our Board and wish her well in her future endeavors. All of the other current directors are standing for re-election. We are very pleased that each of Samuel A. Di Piazza, Jr. and Ann Marie Petach has been nominated to stand for election at the 2015 Annual Meeting. Each of them has served in senior leadership positions at some of the largest and most sophisticated global business organizations and we feel fortunate to have individuals of their caliber as new nominees. Mr. Di Piazza retired as Global Chief Executive Officer of PricewaterhouseCoopers International Ltd., concluding a 36-year career at the world’s largest professional services firm. He then served as Vice Chairman of the Institutional Clients Group and Member of the Senior Strategic Advisory Group at Citigroup, Inc. Ms. Petach most recently served in several senior positions with BlackRock, Inc., the world’s largest investment management firm, including as its Chief Financial Officer. Before that, she had a 23-year career with Ford Motor Company culminating in her serving as its Treasurer. Your vote is very important to us. This year, we are again voluntarily furnishing proxy materials to our shareholders on the Internet rather than mailing printed copies to each shareholder. This serves our sustainability goals and also saves us significant postage, printing, and processing costs. Whether or not you plan to attend the Annual Meeting, please cast your vote, as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet or by telephone, as promptly as possible. You may also request a paper proxy card to submit your vote by mail if you prefer. If you attend the Annual Meeting, you may vote your shares in person even if you have previously given your proxy. We anticipate that we will mail the Notice of Internet Availability of Proxy Materials to our shareholders on or about April 17, 2015. The proxy materials we are furnishing on the Internet include our 2014 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2014. We appreciate your continued interest in JLL. Sheila A. Penrose Colin Dyer Chairman of the Board of Directors Chief Executive Officer and President 8APR201515245138 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT When: Where: Friday, May 29, 2015 JLL Boston Office 1:00 p.m. One Post Office Square, 26th Floor Boston, Massachusetts 02109 Items of Business The Annual Meeting will have the following purposes: 1. To elect eleven Directors to serve one-year terms until the 2016 Annual Meeting of Shareholders and until their successors are elected and qualify; 2. To approve, by non-binding vote, executive compensation (say-on-pay); and 3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2015. Record Date March 23, 2015 The Board of Directors has fixed the close of business on Monday, March 23, 2015 as the record date for determining the shareholders entitled to receive notice of, and to vote at, the Annual Meeting. We will permit only shareholders, or persons holding proxies from shareholders, to attend the Annual Meeting. By Order of the Board of Directors Mark J. Ohringer Corporate Secretary April 17, 2015 YOUR VOTE IS VERY IMPORTANT. ANY SHAREHOLDER MAY ATTEND THE ANNUAL MEETING IN PERSON. IN ORDER FOR US TO HAVE THE QUORUM NECESSARY TO CONDUCT THE ANNUAL MEETING, WE ASK THAT SHAREHOLDERS WHO DO NOT INTEND TO BE PRESENT AT THE ANNUAL MEETING IN PERSON GIVE THEIR PROXY OVER THE INTERNET OR BY TELEPHONE. IF YOU PREFER, YOU MAY ALSO REQUEST A PAPER PROXY CARD TO SUBMIT YOUR VOTE BY MAIL. YOU MAY REVOKE ANY PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT HAS BEEN VOTED AT THE ANNUAL MEETING. PROXY STATEMENT SUMMARY To assist your consideration of the proposals to be acted upon at our 2015 Annual Meeting, we highlight below the important information you will find in this Proxy Statement. This summary does not contain all information you should consider, and you should carefully read the entire Proxy Statement and Annual Report on Form 10-K before you vote. Financial and Operational Highlights In 2014, JLL delivered historically-high revenues and profits by continuing to execute on its Strategy 2020, which includes the following overall objectives: Promote Retain and Secure corporate Expand enhance Drive important sustainability market existing productivity new client and enterprise shares client improvements relationships risk relationships management 9APR201515431410 We believe we remain well-positioned to take advantage of the opportunities in a consolidating industry and to navigate successfully the dynamic markets in which we compete worldwide. Among its financial and operational highlights for 2014, JLL: • Recognized record fee revenue of $4.7 billion, an 18% increase over 2013 and 29% over 2012. • Generated adjusted net income of $393 million, 37% higher than 2013 and 60% higher than 2012. • Maintained our investment-grade balance sheet throughout the year and continued to realize benefits from low interest expense. The firm reduced total net debt to $163 million from $437 million last year. This is the third consecutive year that the firm has reduced debt by more than $100 million while continuing to invest in the business and increase our dividend. In February 2015, the firm amended and expanded its long-term bank credit facility. We increased the size of the facility to $2.0 billion and extended its maturity to February 2020. The Company’s strong balance sheet continues to serve as a competitive differentiator. • Raised our investment grade credit rating with Standard & Poor’s Ratings Services (S&P) to BBB, which is now consistent with the rating we previously had from Moody’s Investors Service, Inc. • Generated $105.3 million of incentive fees as the result of positive performance for clients of LaSalle Investment Management, which also achieved a capital raise during the year of $8.9 billion from investors. LaSalle had $53.6 billion of assets under management at December 31, 2014, up from $47.6 billion at the end of the prior year. • Completed ten acquisitions that expanded our capabilities in key regional markets including Spain, Portugal, France, Sweden, England, and Malaysia, as well as in the United States. • Provided capital markets services for $118 billion of client transactions. • Completed 33,500 transactions for landlord and tenant clients, representing 662 million square feet of space. Stock and Dividend Performance For the calendar year ended December 31, 2014, the price of a share of our Common Stock increased 47.25%. We paid total dividends of $0.48 per share, up from $0.44 the previous year. 8APR201515284130 Proxy Statement Summary S-1 Industry Recognition During 2014, we continued to win numerous awards that reflected the quality of the services we provide to our clients, the integrity of our people, and our desirability as a place to work, including: 2014 Awards ••One of America’s Best Managed Companies by Best Places to Work in Money Management by Forbes Pensions & Investments ••For the seventh consecutive year, one of the World’s Best Property Consultancy in each of China, Hong Most Ethical Companies by the Ethisphere Institute Kong, Japan, Philippines, Singapore, Indonesia and • For the sixth consecutive year, one of the Global India as part of multiple other awards at the Outsourcing 100 — by the International Association International Property Awards for Asia Pacific of Outsourcing Professionals • Investment Agency Team of the Year at the UK • Perfect Score on the Human Rights Campaign Property Awards Foundation’s 2015 Corporate Equality Index, a U.S.• 2014 Energy Star Sustained Excellence Award from benchmarking survey on corporate policies and the U.S. Environmental Protection Agency practices related to LGBT workplace equality • Best Performing Property Brand by the Managing • Listed on the 2020 Honor Roll by the 2020 Women Partners’ Forum Awards for Management Excellence on Boards • Real Estate Investment Management Firm of the • One of the Top Ten Most Innovative Law Year in Germany by International Fund Awards Departments by InsideCounsel • Best Performing Fund in Pan-European Property • Best in Class — Real Estate Interactive Media Award Fund Index by IPD European Property Investment for Cities Research Center Awards ••Best of the Best — Top Diversity Employer and Top One of the Best Places