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. )

3

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)

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New York’s iconic Lever House will be the home of CBRE’s global financial headquarters, opening this year.

Photo: Courtesy of Brookfield Properties

April 3, 2026

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 Thursday, May 21, 2026 at 11:00 a.m. (Central Time) (the Annual Meeting or the 2026 Annual Meeting). The 2026 Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the 2026 Annual Meeting, vote your shares electronically, and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/CBRE2026. 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 2026 Annual

Meeting of Stockholders

This Proxy Statement and accompanying proxy card are first being made available on or about April 3, 2026. 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, 2025, 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 at www.proxyvote.com.

Proxy Summary

Voting Matters and Board Recommendation

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, and perspectives:

Awards & Recognition

In 2025 and early 2026, we were recognized with the following awards and accolades:

Our Corporate Strategy

We aspire to be the leading, at scale, global commercial real estate services and investment firm, defined by the superior outcomes we deliver for our constituents. The key elements of our strategy to deliver on our aspiration are:

2025 Business Highlights

Company Performance and Financial Highlights

Our pay-for-performance approach aligns management and stockholder interests. The operating environment improved considerably in 2025. This is reflected in markedly increased property sales and leasing activity, broader capital availability, and strengthening market fundamentals. Furthermore, rising investor sentiment as well as large occupiers’ continued strong appetite for outsourcing services drove significant momentum across our platform. Overall, revenue increased 13.4% in our resilient businesses (which include facilities management, project management, property management, loan servicing, other portfolio services, recurring investment management fees, and valuations), and 13.6% in our transactional businesses (which include property sales, leasing, mortgage origination, carried interest and incentive fees in our investment management business, and development fees). In addition, Core EBITDA rose 22.3% while Core EPS increased 25.1%, compared to full year 2024. We deployed approximately $2.7 billion of capital in 2025. This included approximately $1.2 billion to acquire Pearce Services, a leading provider of advanced technical services for digital and power infrastructure, and approximately $468 million to acquire the remaining 60% equity interest in Industrious, a leading flexible workplace solutions and workplace experience company. We also deployed $956 million to repurchase 7,052,481 shares of our common stock. Even with this substantial capital deployment, we ended 2025 with 1.2x net leverage, giving us substantial liquidity to finance future growth.

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.

2025 Total Target Direct Compensation Mix

The total 2025 target direct compensation mix for our CEO is shown here:

CEO Target Compensation Mix

2025 Performance and NEO Compensation

An improved operating environment supported strong growth for CBRE in 2025. Overall, revenue increased 13.4%. This included 13.4% revenue growth in our resilient businesses (which include facilities management, project management, property management, loan servicing, other portfolio services, recurring investment management fees, and valuations), and 13.6% revenue growth in our transactional businesses (which include property sales, leasing, mortgage origination, carried interest and incentive fees in our investment management business, and development fees). Core EBITDA rose 22.3%, while Core EPS increased 25.1%, compared to full year 2024. This resulted in above target payouts for our named executive officers with respect to their cash bonuses and 2025 Core EPS awards.

As part of the annual target compensation review, the Compensation Committee approved higher total annual compensation targets for each named executive officer except Mr. Hodari, who joined the company in January 2025. The compensation increases for Ms. Giamartino and Messrs. Sulentic and Kohli were delivered solely through equity awards, while Mr. Doellinger’s increase included adjustments to his base salary and bonus in addition to his equity award. All of these adjustments were implemented to keep our executive compensation competitive in the marketplace and to acknowledge the substantial accomplishments and contributions of each named executive officer in enhancing long-term shareholder value. Furthermore, the annual equity award structure was updated to further prioritize performance. Under this revised structure, both our CEO and other named executive officers now receive one-third of their target annual long-term equity award as time-based RSUs, with the remaining two-thirds granted as performance-based RSUs.

2025 NEO Total Annual Compensation

Set forth below is the 2025 annual compensation for our named executive officers. 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 2025 under the heading, “Executive Compensation—Summary Compensation Table.”

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, 2025, 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.

Table of Contents

Corporate Governance

Our Corporate Governance framework is designed to strengthen the Board of Directors’ oversight of management and to serve the long-term interests of our stockholders, employees, and other stakeholders. Governance is a continuous focus for us, starting with our Board and committees of the Board that meet several times throughout the year, and extending to management and our employees. We are committed to maintaining the highest standards of business conduct and corporate governance.

Governance Highlights

Corporate Governance

Compensation

Stockholder Rights

Governance Policies & Practices

Anti-Corruption Policy. Our global Anti-Corruption Policy contains strict prohibitions on any employee or agent of the company offering or providing anything that could be perceived as a bribe to gain or maintain any business advantage.

Compensation Clawback Policy. We have a policy that requires us to recover cash-based and performance-based-equity incentive compensation paid to any current or former Section 16 officer if there is a restatement of our financial results. The policy mandates clawback from any applicable officer who received an award overpayment, without regard to whether any misconduct occurred or whether an officer bears responsibility for the required restatement. Our Compensation Clawback Policy is described in greater detail under the heading “Compensation Discussion and Analysis—Section 6. Compensation Policies and Practices.”

Corporate Governance Guidelines. Our Board has adopted Corporate Governance Guidelines, which provide a framework within which our Board, assisted by its committees, directs our affairs.

Director Overboarding Policy. Our directors who are public company executive officers may serve on no more than one additional public company board. Directors who are not public company executive officers may serve on no more than three additional public company boards. Consideration is also given to the nature of and time involved in a director’s service on other boards (including public company leadership roles) and other outside commitments.

Equity Award Policy. We have an Equity Award Policy that is designed to maintain the integrity of the equity award process and to ensure compliance with all applicable laws. The Equity Award Policy sets forth the procedures that must be followed in connection with employee awards. Our Equity Award Policy is described in greater detail under the heading “Compensation Discussion and Analysis—Section 6. Compensation Policies and Practices.”

Policy Regarding Transactions with Interested Parties and Corporate Opportunities. Our Board has adopted a related-party transactions and corporate opportunities policy that directs our Audit Committee to review and approve, among other things, potential conflicts of interest between us and our directors and executive officers.

Securities Compliance Policy. We have a Securities Compliance Policy that contains policies and procedures governing the purchase, sale and/or other dispositions of our securities by all directors, executive officers, and employees. These policies and procedures are designed to promote compliance with insider trading laws, rules, and regulations. The Securities Compliance Policy, among other things, provides for pre-approval procedures for transactions by directors, “Section 16 officers” (as so designated by the Board and our Audit Committee under Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), and certain other specified employees, prohibits short-selling, hedging, and pledging, and includes guidelines on the adoption of Rule 10b5-1 trading plans by covered individuals that are consistent with requirements of the Securities and Exchange Commission (SEC). From time to time, we engage in transactions involving our securities, including share repurchases. It is our policy to comply with all applicable securities and state laws and we have procedures in place to ensure appropriate review and approval by the Board or appropriate committee, as required, when engaging in transactions of our securities. We believe that the policies and procedures we have in place are reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards applicable to CBRE.

Standards of Business Conduct. Our Board has adopted a Standards of Business Conduct policy that applies to all directors, officers, and employees outlining our corporate values and ethical standards, including our commitment to respect, integrity, service, and excellence. We are firmly committed to conducting business with the highest integrity and in compliance with the letter and spirit of the law. If the Board grants any waivers from the Standards of Business Conduct to any of our directors or executive officers, or if we amend such policies, we will, if required, disclose these matters through the Investor Relations section of our website on a timely basis.

Whistleblower Policy. We have a Whistleblower Policy that directs our Audit Committee to investigate complaints (received directly or through management) regarding:

Stock Ownership Requirements

In order to align the interests of our executives and Board members with the interests of our stockholders, the Compensation Committee has adopted executive officer stock ownership requirements that are applicable to all of our Section 16 officers and Mr. Clancy. In addition, our Board has adopted stock ownership requirements for non-employee directors.

Board Structure and Leadership

All of our directors are elected at each annual meeting of stockholders and hold office until the next election. Our Board has authority under our by-laws to fill vacancies and to increase or, upon the occurrence of a vacancy, decrease its size between annual meetings of stockholders.

We believe strong independent leadership is essential for the Board to effectively perform its functions and to help ensure independent oversight of management. Our Corporate Governance Guidelines provide the Board with the flexibility to choose the appropriate Board leadership structure for the company based on what it believes is best for the company and its stockholders at a given point in time. Our Corporate Governance Guidelines also provide that if the same person holds the chair and chief executive officer roles, or if the chair is not independent, then the independent directors will elect from among themselves, on an annual basis, a lead independent director.

Our current Board leadership structure features a Board chair who also serves as our chief executive officer, a lead independent director, and strong independent committee chairs. This structure is intentionally designed to leverage the deep knowledge and leadership of our CEO, while ensuring independent Board oversight. The Board regularly reviews and assesses this leadership structure and has determined it is optimal for advancing the company’s long-term value creation. In making this determination, the Board has carefully considered factors such as Mr. Sulentic’s extensive experience and insight into the company and the commercial real estate sector, his pivotal contributions to driving the company toward sustained superior performance and substantial value creation over time, and the need for consistent, unified leadership to successfully execute and oversee the company’s long-term strategy. The Board also recognizes the importance of its highly independent composition and the significant responsibilities entrusted to the lead independent director, both of which further strengthen the company’s focus on delivering enduring value to all stakeholders.

Sanjiv Yajnik has been our lead independent director since May 2025 and a member of the Board since 2017. The independent directors consider Mr. Yajnik highly qualified for the role of lead independent director, given his extensive managerial, operational, and global expertise. In his capacity as lead independent director, he acts as a liaison between the Board chair and non-management directors. Additionally, Mr. Yajnik serves as chair of the Corporate Governance and Nominating Committee, where he leads corporate governance initiatives and oversees evaluations of both the Board and the CEO. The Board is confident that having a unified chair and chief executive officer role, combined with a lead independent director with comprehensive oversight responsibilities, provides the company with effective leadership to advance its objectives.

Director Independence

Under our Board’s Corporate Governance Guidelines and the listing standards of the New York Stock Exchange (NYSE), our Board must consist of a majority of independent directors. In addition, all members of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee (Governance Committee) must be independent directors as defined by our Corporate Governance Guidelines and NYSE listing standards. Members of the Compensation Committee must also meet applicable NYSE independence requirements for compensation committee members, and members of the Audit Committee must further satisfy a separate SEC independence requirement, which generally provides that they may not (i) accept directly or indirectly any consulting, advisory, or other compensatory fee from us or any of our subsidiaries, other than their compensation as directors or members of the Audit Committee or any other committees of our Board or (ii) be an affiliated person of ours.

Our Board regularly conducts a review of possible conflicts of interest and related-party transactions through the use of questionnaires, director self-reporting and diligence conducted by management. This review includes consideration of any investments and agreements between directors and their related persons and the company, including those described under the heading “Related-Party Transactions” in this Proxy Statement, and such person’s beneficial ownership of our securities. The Board has determined that 80% of our director nominees (all except for Messrs. Sulentic and Clancy) are independent in accordance with NYSE listing standards and our Board’s Categorical Independence Standards that it has adopted relating to our director independence. These Categorical Independence Standards are posted on the Corporate Governance section of the Investor Relations page on our website at www.cbre.com. The information contained on or available through this website is not a part of, or incorporated by reference into, this Proxy Statement.

Board Meetings and Committees

Our Board held seven meetings during fiscal year 2025 to review significant developments, engage in strategic planning, and act on matters requiring Board approval. In 2025, each incumbent director attended at least 75% of our Board meetings and meetings of committees on which he or she served (taken in the aggregate) during the period that he or she served thereon.

Our Board currently has four standing committees that met or acted by written consent during fiscal year 2025: the Audit Committee, the Compensation Committee, the Governance Committee, and the Finance and Investment Committee. The Board previously had an additional committee, the Executive Committee, which was replaced by the Finance and Investment Committee in May 2025. Each standing committee is composed entirely of directors whom our Board has determined to be independent under current NYSE listing standards. Each committee operates under a charter approved by our Board that sets out the purposes and responsibilities of the committee and that is published in the Corporate Governance section of the Investor Relations page on our website at www.cbre.com. In accordance with our Board’s Corporate Governance Guidelines, our Board and each of the Audit Committee, Compensation Committee, and Governance Committee conducts an annual performance self-assessment with the purpose of increasing the effectiveness of our Board and its committees.

The following table describes the current members of each of the committees of our Board and the number of meetings held by the Board and each of the committees of our Board during fiscal year 2025:

Board Attendance at Annual Meeting of Stockholders

Although the Board understands that there may be situations that prevent a director from attending an annual meeting of stockholders, it is the Board’s policy that all directors should attend these meetings. Seven of our then-serving directors attended our 2025 annual meeting of stockholders on May 21, 2025.

Independent Director Meetings

Our non-management directors meet in executive session without management present each time the full Board convenes for a regularly scheduled meeting. If our Board convenes for a special meeting, the non-management directors will meet in executive session if circumstances warrant. The lead independent director of our Board presides over executive sessions of non-management directors.

Board Committees

The Audit Committee provides oversight of our accounting and financial reporting and disclosure processes, the adequacy of the systems of disclosure and internal control established by management, our compliance with legal and regulatory requirements, and the audit of our financial statements.

THE AUDIT COMMITTEE ALSO:

All members of the Audit Committee are “financially literate” under NYSE listing standards.

* These three directors meet the SEC’s qualifications for an “audit committee financial expert.”

All members of the Audit Committee are independent within the meaning of SEC regulations, NYSE listing standards and our Board’s Corporate Governance Guidelines, in each case, as such regulations, standards and guidelines apply to audit committee members.

The Compensation Committee oversees the development and administration of our executive compensation policies, plans, and programs, including reviewing and approving compensation of our executive officers and any compensation contracts or arrangements with our executive officers.

THE COMPENSATION COMMITTEE ALSO:

Each Compensation Committee member qualifies as a “non-employee director” for purposes of the Securities Exchange Act of 1934, as amended (the Exchange Act).

All members of the Compensation Committee are independent within the meaning of SEC regulations, NYSE listing standards and our Board’s Corporate Governance Guidelines, in each case, as such regulations, standards and guidelines apply to compensation committee members.

The Corporate Governance and Nominating Committee oversees our Board’s corporate governance procedures and practices, including:

All members of the Corporate Governance and Nominating Committee are “independent” within the meaning of SEC regulations and NYSE listing standards.

The Finance and Investment Committee implements policy decisions of our Board and is authorized to act on our Board’s behalf between meetings of our Board, including by approving certain transactions within dollar thresholds established by our Board.

The Finance and Investment Committee also engages in the periodic review of our balance sheet management, borrowings, and capital markets activities. Such matters subject to the Finance and Investment Committee's review includes proposed major borrowings, issuance of equity or debt securities, updates to the company's capital allocation strategy, strategic transactions, and the company’s annual budget.

Compensation Committee Interlocks and Insider Participation

None of Ms. Goodman, or Messrs. Gilyard or Metcalfe (all current members of the Compensation Committee) has ever been an officer or employee of the company or any of its subsidiaries. In addition, during 2025, none of our directors were employed as an executive officer of another entity where any of our executive officers served on that entity’s board of directors or compensation committee (or its equivalent).

Selected Areas of Board Oversight

Oversight of Risk Management

Oversight of Strategy

Our Board is responsible for providing governance and oversight over the strategy, operations, and management of our company. Each quarter, our Board and management devote a substantial amount of time in strategy-focused meetings discussing strategic issues that are most important to the company. At each regular Board meeting, our Board receives business and strategy updates from leaders across the company and reviews our operating plans and overall financial performance, and provides significant guidance and feedback. Annually, our Board reviews and approves our capital allocation and spending budgets, which are designed to strategically deploy capital intended to facilitate investments required to achieve operational excellence.

Oversight of Sustainability, Social, and Artificial Intelligence Risks

Our Board oversees our strategic planning and risk management policies and procedures related to sustainability, social, and artificial intelligence risks. Our Board has made a deliberate decision to retain governance for these matters at the Board level rather than delegating to a committee because it believes that these matters are integral to the company’s future success. The Board receives periodic reports from management and participates in ongoing discussions regarding these matters. Our Board also receives annual updates on how these risks are being addressed, mitigated, and managed across the company.

Oversight of Succession Planning

Our Board reviews management succession and development plans with the CEO on at least an annual basis, and as needed throughout the year. These plans include CEO succession in the event of an emergency or retirement, as well as the succession plans for the CEO’s direct reports and other employees critical to our continued operations and success.

Culture

Our Values-Driven Culture

We are committed to our RISE values (respect, integrity, service, and excellence), which underpin everything we do and enable us to help people and businesses thrive. We work to create opportunities for all of our people to realize their potential. We are committed to the following principles around a values-driven culture:

Our workforce is enriched by individuals from a variety of backgrounds, perspectives, and work and life experiences. Our annual Corporate Responsibility Report includes public disclosures of demographics, including diversity data contained in our EEO-1 Submission, for our U.S. workforce, in accordance with U.S. Equal Employment Opportunity Commission requirements and other relevant information.

Community Impact

Through our CBRE Cares program, we are committed to fostering thriving communities and empowering our employees to make a meaningful difference. CBRE Cares provides resources to encourage employees to volunteer with and give to nonprofit organizations, supporting the causes that resonate most deeply with them. Additionally, we provide crucial support in times of crisis, swiftly activating the CBRE Employee Resilience Fund to assist colleagues experiencing hardship due to natural disasters. We also amplify this support through organized fundraisers, which include corporate matching to maximize impact. Our strategic grant program, the CBRE Thrive Fund, extends our reach by partnering with organizations dedicated to environmental sustainability and workforce development, ultimately building more sustainable and inclusive communities for all.

Sustainability

As the world’s largest manager of commercial properties, we are positioned to accelerate the decarbonization of commercial real estate—through our work for clients, across our value chain and in our own operations. CBRE’s leadership driving sustainability progress is anchored in our commitment to Net Zero carbon emissions. Sustainability provides a competitive advantage by scaling holistic solutions across our managed portfolio to meet client demand, creating value and driving cost efficiencies, reducing risk, ensuring regulatory readiness, improving operational performance, and leading market positioning.

Our Climate Transition Strategy provides a roadmap to help us achieve Net Zero emissions by 2040, and by 2030, reduce both our Scope 1 and 2 absolute emissions by 50% and emissions from properties we manage for clients by 55% per square foot from 2019 baselines. These goals are validated by the Science Based Targets initiative. We align our business activities with our commitments across four key pathways: maximize resource efficiency, increase renewable energy, electrify operations, and decarbonize supply chain. Key initiatives include purchasing 100% renewable energy for our offices and electrifying our vehicle fleet. Our efforts have been recognized for our sustainability performance, which can be found above under the heading “Proxy Summary—Awards & Recognition.”

We provide our stakeholders with detailed information about our sustainability targets, initiatives, and progress in line with leading global disclosure frameworks in our Climate Transition Strategy at www.cbre.com/corporatesustainability and Corporate Responsibility Report at www.cbre.com/responsibility. The information contained on or available through our website is not a part of, or incorporated by reference into, this Proxy Statement.

Stockholder Engagement

We believe that engagement with our stockholders provides us with a valuable understanding of our stockholders’ perspectives and meaningful opportunities to share our views with them.

Throughout the year, management and members of our Board engage with a significant portion of our stockholders through a variety of forums. Our interactions cover a broad range of governance, financial, and business topics. Stockholder feedback is regularly provided to the Board and the company’s management.

A brief description of our stockholder engagement efforts are outlined below.

Communications with our Board

Stockholders and other interested parties may write to the Board Chair, Lead Independent Director, the entire Board, or any of its members by mail at:

The Board considers stockholder questions and comments to be important and endeavors to respond promptly and appropriately, even though the Board may not be able to respond to all stockholder inquiries directly.

The Board has developed a process to assist with managing inquiries and communications. The Chief Legal & Administrative Officer will review any stockholder communications and will forward to the Board Chair, Lead Independent Director, our Board, or any of its members a summary and/or copies of any such correspondence that deals with the functions of our Board or committees thereof or that the Chief Legal & Administrative Officer otherwise determines requires their attention. Certain circumstances may require that our Board depart from the procedures described above, such as the receipt of threatening letters or emails or voluminous inquiries with respect to the same subject matter.

Proposal 1:

Elect Directors

Our Board has nominated 10 directors for election at this Annual Meeting to hold office until the next annual meeting and the election of their successors. All of the nominees were selected to serve on our Board based the following criteria:

We believe that all of our director nominees have a reputation for honesty and adherence to high ethical standards. Each agreed to be named in this Proxy Statement and to serve if elected.

Director Nomination Criteria

Our Board seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of our Board’s deliberations and decisions. Our Board does not discriminate on the basis of race, color, national origin, gender, religion, disability, or sexual orientation or any other category protected by law. When evaluating candidates, our Board considers whether potential nominees possess integrity, accountability, informed judgment, financial literacy, mature confidence, and high-performance standards.

Our Board is especially interested in adding candidates over time who are operating executives (particularly current chief executives or other operating executives of other large public companies) or who have a strong technology background and in both cases a passion for building a transformative business on a global basis. Other factors include having directors with international experience, including knowledge of emerging markets or management of business operations and resources that are dispersed across a global platform.

Director Independence

A majority of our Board must be independent under our Corporate Governance Guidelines and NYSE listing standards. Also, at least one member of our Audit Committee should have the qualifications and skills necessary to be considered an “Audit Committee Financial Expert” under Section 407 of the Sarbanes-Oxley Act, as defined by the rules of the SEC.

Director Service on Other Public Company Boards

Our Board recognizes that service on other public company boards provides directors valuable experience that benefits the company. Our Board also believes, however, that it is critical that directors dedicate sufficient time to their service on the company’s Board. Directors are expected to advise the chair of the Governance Committee in advance of accepting an invitation to serve on another board of directors. This allows the Governance Committee to evaluate the impact of the director joining another board based on various factors relevant to the specific situation, including the nature and extent of a director’s other professional obligations, potential conflicts of interest and the time commitment required by the new position.

Our Corporate Governance Guidelines provide that:

The Governance Committee also takes into consideration the nature of and time involved in a director’s service on other boards (including public company leadership roles) and other outside commitments when evaluating the suitability of individual directors. The Governance Committee conducts an annual review of director commitment levels and affirms that all of our director nominees are compliant with the company’s overboarding policy.

Director Resignation Policy Upon Change of Employment

Our Board’s Corporate Governance Guidelines require that directors tender their resignation upon a change of their employment. The Governance Committee will then consider whether the change in employment has any bearing on the director’s ability to serve on our Board, our Board’s goals regarding Board composition or any other factors considered appropriate and relevant. Our Board will then determine whether to accept or reject the tendered resignation.

Majority Voting to Elect Directors

In uncontested elections, directors are elected by a “majority vote” requirement. Under this requirement, in order for a nominee to be elected in an uncontested election, the nominee must receive the affirmative vote of a majority of the votes cast in his or her election (i.e., votes cast “FOR” a nominee must exceed votes cast “AGAINST” such nominee). Votes to “ABSTAIN” with respect to a nominee and broker non-votes are not considered votes cast, and so will not affect the outcome of the nominee’s election. The company maintains a plurality vote standard in contested director elections, where the number of nominees exceeds the number of directors to be elected.

If an incumbent director in an uncontested election does not receive a majority of votes cast for such incumbent’s election, the director is required to submit a letter of resignation to the Board for consideration by the Governance Committee. The Governance Committee is required to promptly assess the appropriateness of such nominee continuing to serve as a director and recommend to the Board the action to be taken with respect to the tendered resignation. The Board will act on the Governance Committee’s recommendation within 90 days of the date of the certification of election results.

Required Vote

This is an uncontested Board election. In order to be elected, each nominee must receive the affirmative vote of a majority of the votes cast on his or her election (i.e., votes cast “FOR” a nominee must exceed votes cast “AGAINST” such nominee). Votes to “ABSTAIN” with respect to a nominee and broker non-votes are not considered votes cast, and so will not affect the outcome of the nominee’s election.

Director Nomination Process

The Governance Committee is responsible for identifying and evaluating potential candidates and recommending candidates to our Board for nomination. It also performs assessments of the skills and experiences needed to properly oversee our interests.

The selection process for candidates is intended to be flexible, and the Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances so warrant. The Governance Committee will also consider candidates recommended to our Board by our stockholders. See “Stockholder Recommendations of Director Candidates” in this Proxy Statement for more information.

Director Nominee Skills and Experience Matrix

Our director nominees bring a well-rounded variety of experiences, qualifications, attributes, and skills, and represent a mix of deep knowledge of the company and fresh perspectives. The director nominee skills and experience matrix below summarizes some of the key attributes that our Board has identified as particularly valuable to the effective oversight of our company and the execution of our corporate strategy. This director nominee skills and experience matrix is not intended to be an exhaustive list of each of our director nominees’ skills or contributions to the Board. Further information on each director nominee, including some of their specific experience, qualifications, attributes, and skills is included in the biographies in the section titled “Proposal 1: Elect Directors—Our 2026 Director Nominees” of this Proxy Statement.