Attached files
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| 8-K - FORM 8-K - CBRE GROUP, INC. | v186481_8k.htm |
| Exhibit 99.1 | ||||
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Memo
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CB
Richard Ellis, Inc.
Two
Palo Alto Square
Suite
100
3000
El Camino Real
Palo
Alto, CA 94306
T
650 494 5133
F
650 494 5102
Brian.McAllister@cbre.com
Brian
McAllister
Senior
Vice President
Deputy
General Counsel
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Date:
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May
21, 2010
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To:
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CB
Richard Ellis Directors & Executive Officers
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cc:
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Larry
Midler
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Subject:
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Notice
of CB Richard Ellis 401(k) Plan Blackout Period
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This
notice is to inform you that during a three-week period starting June 25, we
will be prohibiting trading in company stock by officers and directors. This is
because, as we transition the CB Richard Ellis 401(k) Plan (the “Plan”) from
Vanguard to Merrill Lynch, employees participating in the Plan’s CBRE common
stock fund (the “Stock Fund”) will be locked-up from transacting in our common
stock within the Plan. Sarbanes-Oxley prohibits trading by officers and
directors during any period when employees are locked up within their retirement
accounts with respect to company stock. Our trading window is currently expected
to be open from now until June 15 and we have scheduled the blackout to occur
during a closed trading window. Thus, the blackout should have no real effect on
you. More details about this are set forth below.
Blackout
Period
Effective
as of July 1, 2010, Merrill Lynch will become the new service provider for the
Plan. In connection with the transfer of the accounts to Merrill Lynch,
participants in the Plan will be unable to effect certain transactions with
respect to their respective Plan accounts during a period (the “Blackout
Period”). The Blackout Period will commence at 1:00 p.m. Eastern time on June
25, 2010 and will end upon the transfer of certain data to Merrill Lynch, which
is scheduled to occur by July 14, 2010 (although the Blackout Period may end
earlier or later depending upon the date of completion of the data transfer).
You can obtain the exact date of the termination of the Blackout Period by
contacting Larry Midler or me.
Please
note that the Company’s normal trading window is expected to close on June 15,
2010 and is expected to reopen during the second week of August.
During
all or part of the Blackout Period, certain transactions in the Stock Fund, a
fund which invests in shares of the Company’s Class A common stock (the “CBRE
Stock Fund”), will be suspended. A description of the Plan transactions
(including transactions in the CBRE Stock Fund) that will be suspended by virtue
of the Blackout Period, and the length of such suspension, is set forth on Exhibit A
attached to this Notice.
Pursuant
to Regulation BTR (Blackout Trading Restriction), promulgated by the
Securities and Exchange Commission (“SEC”), and subject to certain exceptions,
it is unlawful under Section 306(a)(1) of the Sarbanes-Oxley Act of 2002 (“SOX”)
for any director or executive officer of an issuer of an equity security,
directly or indirectly, to purchase, sell or otherwise acquire or transfer any
equity security of the issuer during any blackout period with respect to such
equity security, if such director or executive officer acquires or previously
acquired such equity security in connection with his or her service or
employment as a director or executive officer. In the event of such a blackout
period, pursuant to Rule 104 of Regulation BTR, the issuer is required
to timely notify its directors and executive officers and the SEC of the
blackout period. This letter constitutes a Rule 104 notice of a blackout
period.
Please
note that, even though you may not participate in the Plan or invest in the
Plan’s CBRE Stock Fund, you will be restricted, pursuant to
Section 306(a)(1) of SOX, from engaging in transactions involving the
Company’s common stock during the upcoming Blackout Period. In light of the
foregoing, during the Blackout Period, you are required to refrain from engaging
in any transaction involving the Company’s common stock, even a transaction
outside of the Plan and even if you are not a participant in the Plan, unless
you have first obtained confirmation from Larry Midler or me that the proposed
transaction would satisfy one of the designated exceptions under
Regulation BTR.
If you
have any questions regarding this matter, please do not hesitate to contact me.
Thank you in advance for your patience and cooperation.
EXHIBIT
A
Blackout
Period
for
Current
Participants of the
CB
Richard Ellis 401(k) Plan
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Date of Suspension
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Plan Transactions
Affected
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June 25,
2010
1:00
p.m.,
Eastern
time
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Last
day to conduct transactions in CB Richard Ellis Group, Inc. common stock
until
the Blackout Period is over.
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June
25, 2010
4:00
p.m.,
Eastern
time
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Last
day to change a contribution rate (the percentage of pay a participant is
contributing to the plan) or modify investment choices until the Blackout
Period is
over.
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Note: The Blackout Period is
scheduled to end by July 14, 2010 (though such period may end earlier or
later depending upon the transfer of certain data to Merrill
Lynch).