What changed in this filing

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Item 5. Other Information

2020-08-06 compared with 2020-05-06 · 55 added, 14 removed, 41 unchanged (63% of the section changed)

Other Information

Effective April 1, 2020, in conjunction with a series of measures we have taken in response to extraordinary business challenges brought on by the current COVID-19 global pandemic crisis, Christian Ulbrich, our Chief Executive Officer and President, and the entire Global Executive Board executed salary reduction agreements irrevocably waiving 50% of their annual base salary for the remainder of 2020.

We are including this disclosure and related Exhibit 10.1 in this Form 10-Q rather than filing a Form 8-K under Item 5.02.

In addition, each member of the Board has agreed by irrevocable waiver to forego receipt of 50% of the cash retainer fees payable to her or him during the remainder of 2020, effective as of the quarterly payment made April 1, 2020.

Resignation of Chief Financial Officer

As announced and disclosed on the prior Form 8-K filing by the Company on June 22, 2020, Stephanie Plaines, Executive Vice President and Chief Financial Officer, notified the Company of her decision to resign from the Company to pursue other opportunities effective July 15, 2020.

Plaines’ resignation did not result from a disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including its controls or financial-related matters.

In connection with Ms.

Plaines’ departure from the Company, she is eligible to receive the benefits provided by the Company pursuant to the Severance Pay Plan of the Company, as amended and restated effective March 15, 2019 (“Severance Pay Plan”), and pursuant to a separation agreement (the “Separation Agreement”) entered into by the Company and Ms.

Plaines effective June 28, 2020 (the “Effective Date”).

Among other matters, the Separation Agreement provides as follows:

Plaines agreed to provide transition services to the Company through November 30, 2020 (the “Separation Date”) and will receive a base salary during such transition period of $500,000 on an annualized basis payable in accordance with the Company’s normal payroll procedures;

Plaines will receive a cash severance payment in an amount equal to (x) $1,519,231 (equal to fifty-four (54) weeks of base salary at an annual rate of $500,000 and one (1) times Ms.

Plaines’ target bonus of $1,000,000, which shall be paid in a single lump sum within 30 days after the Effective Date, plus (y) a 2020 annual target bonus of $1,000,000, pro-rated based on months of service completed ($916,667 assuming Ms.

Plaines stays until the Separation Date), paid within 30 days of the Separation Date.

The total amount of such payments is equal to the severance amount to which Ms.

Plaines would have been entitled under the Company’s Severance Pay Plan;

(3) All unvested restricted stock and performance share units previously awarded under the Company's Stock Award and Incentive Plan shall be forfeited as of the Effective Date;

and (4) In exchange for the above benefits, Ms.

Plaines executed a release of claims in favor of the Company and its affiliates.

Pursuant to the Separation Agreement, Ms.

Plaines agreed to not solicit the Company’s employees or independent contractors, or clients having existing or contracted transactions with the Company, or assist, perform services for, or have any equity interest in any of the Company’s clients, for a period of twelve months following the Separation Date.

The Company will be entitled to injunctive relief for any breach of an obligation under the Separation Agreement by Ms.

The foregoing descriptions of the Separation Agreement with Ms.

Plaines are qualified in their entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q, and which is incorporated by reference herein.

Appointment of New Chief Financial Officer

As announced and disclosed on the prior Form 8-K filing by the Company on June 22, 2020, Karen Brennan has been appointed as Chief Financial Officer of the Company, effective July 15, 2020.

The terms and conditions of Ms.

Brennan’s employment, including her compensation, was disclosed in, and a copy of Ms.

Brennan’s offer letter was included as Exhibit 10.1 to, the Form 8-K filing by the Company on June 22, 2020.

Retirement of Chief Administrative Officer

Patricia Maxson retired from her position as Chief Administrative Officer of the Company pursuant to a retirement and consulting agreement with the Company (the “Retirement Agreement”) effective July 3, 2020 (“Retirement Date”).

Following her retirement from the Company and effective as of the Retirement Date, Ms.

Maxson will provide continuing strategic advice and counsel to the Company’s Global Executive Board for a period of twelve (12) months following the Retirement Date.

Maxson will receive an annualized payment of $120,000 paid in equal monthly installments during the term of the Retirement Agreement;

provided that such fee may be adjusted upward or downward if the scope of the consulting services materially changes during the term of the Retirement Agreement.

The Retirement Agreement will not affect any retirement or other benefits to which Ms.

Maxson might otherwise be entitled under the Company’s compensation, employee benefit plans and policies.

Vesting of outstanding performance share units and restricted stock units will occur according to the plan provisions for each grant.

A vesting schedule for Ms.

Maxson’s performance share units and restricted stock units, along with the applicable terms for dividend equivalents for such awards, is attached as an exhibit to the Retirement Agreement.

In addition, Ms.

Maxson will remain eligible for a pro-rated annual bonus, if any, for calendar year 2020 based on her prior employment with the Company in accordance with the Company’s regular policy and practice and payable at the same time and under the measures as other Global Executive Board members.

Maxson’s Retirement Agreement also includes restrictive covenants in favor of the Company.

Additional information about the retirement and other benefit plans and programs generally available to the Company’s directors and executive officers, is included in the Company’s Proxy Statement for the 2020 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 17, 2020.

The foregoing descriptions of the Retirement Agreement with Ms.

Maxson are qualified in their entirety by reference to the full text of the Retirement Agreement, which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q, and which is incorporated by reference herein.

Corporate Governance

4 unchanged sentences

Corporate Officers

The names and titles of our corporate executive officers, as of March 31, 2020 , were as follows:

The names and titles of our corporate executive officers, as of August 6, 2020, were as follows:

Global Executive Board

1 unchanged sentence

Chief Executive Officer and President

Stephanie Plaines

Karen Brennan (1)

Chief Financial Officer

Chief Human Resources Officer

Richard Bloxam

6 unchanged sentences

Co-Chief Executive Officer, JLL Technologies

Patricia Maxson

Chief Administrative Officer

Chief Executive Officer, Global Corporate Solutions

1 unchanged sentence

Co-Chief Executive Officer, JLL Technologies

(1) Effective July 15, 2020, Ms.

Brennan succeeded Stephanie Plaines as Chief Financial Officer.

Additional Global Corporate Officers

Chief Human Resources Officer

Chief Tax Officer

Head of Corporate Development

Chief Legal Officer and Corporate Secretary

Chief Tax Officer

Exhibit Number

Form of Global Executive Board Salary Reduction Agreement

Letter Agreement, dated June 18, 2020, between Jones Lang LaSalle Incorporated and Karen Brennan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated June 22, 2020 (File No.

Letter Agreement, dated June 20, 2020, between Jones Lang LaSalle Incorporated and Stephanie Plaines

Retirement and Consulting Agreement, dated July 3, 2020, between Jones Lang LaSalle Incorporated and Patricia Maxson

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

10 unchanged sentences

*Filed herewith

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 6th day of May, 2020 .

JONES LANG LASALLE INCORPORATED

/s/ Stephanie Plaines

Stephanie Plaines

/s/ Karen Brennan

Karen Brennan

Chief Financial Officer

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information