JONES LANG LASALLE INC 10-Q

Item 5. Other Information 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. Ms. 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: (1) Ms. 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; (2) Ms. 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. Plaines. 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. 51 Table of Contents 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. Ms. 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. Ms. 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 Our policies and practices reflect corporate governance initiatives we believe comply with the listing requirements of the New York Stock Exchange, on which our common stock is traded, the corporate governance requirements of the Sarbanes-Oxley Act of 2002 as currently in effect, various regulations issued by the SEC and certain provisions of the General Corporation Law in the State of Maryland, where JLL is incorporated. We maintain a corporate governance section on our public website which includes key information about our corporate governance initiatives, such as our Corporate Governance Guidelines, Charters for the three Committees of our Board of Directors, a Statement of Qualifications of Members of the Board of Directors and our Code of Business Ethics. The Board of Directors regularly reviews corporate governance developments and modifies our Guidelines and Charters as warranted. The corporate governance section can be found on our website at www.us.jll.com by clicking "Investor Relations" and then "Governance." 52 Table of Contents Corporate Officers The names and titles of our corporate executive officers, as of August 6, 2020, were as follows: Global Executive Board Christian Ulbrich Chief Executive Officer and President Karen Brennan (1) Chief Financial Officer Mary E. Bilbrey Chief Human Resources Officer Richard Bloxam Chief Executive Officer, Global Capital Markets Anthony Couse Chief Executive Officer, Asia Pacific Guy Grainger Chief Executive Officer, Europe, Middle East and Africa Jeff A. Jacobson Chief Executive Officer, LaSalle Investment Management Yishai Lerner Co-Chief Executive Officer, JLL Technologies Neil Murray Chief Executive Officer, Global Corporate Solutions Gregory P. O'Brien Chief Executive Officer, Americas Mihir Shah Co-Chief Executive Officer, JLL Technologies (1) Effective July 15, 2020, Ms. Brennan succeeded Stephanie Plaines as Chief Financial Officer. Additional Global Corporate Officers Louis F. Bowers Judith I. Tempelman Controller Head of Corporate Development Bryan J. Duncan Alan Tse Treasurer Chief Legal Officer and Corporate Secretary James S. Jasionowski Chief Tax Officer 53 Table of Contents Item 6. Exhibits Exhibit Number Description 10.1 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. 001-13145)) 10.2 * Letter Agreement, dated June 20, 2020, between Jones Lang LaSalle Incorporated and Stephanie Plaines 10.3 * Retirement and Consulting Agreement, dated July 3, 2020, between Jones Lang LaSalle Incorporated and Patricia Maxson 31.1 * Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 * Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 * Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *Filed herewith 54 Table of Contents Signature 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 August, 2020 . JONES LANG LASALLE INCORPORATED By: /s/ Karen Brennan Karen Brennan Chief Financial Officer (Authorized Officer and Principal Financial Officer) 55