UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 21, 2008
JONES LANG LASALLE INCORPORATED
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(Exact name of registrant as specified in its charter)
Maryland 001-13145 36-4150422
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(State or other juris- (Commission File (IRS Employer
diction of incorporation) Number) Identification
No.)
200 East Randolph Drive, Chicago, IL 60601
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 782-5800
Not Applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02(d). ELECTION OF DIRECTORS
On July 23, 2008, Jones Lang LaSalle Incorporated ("Jones Lang
LaSalle") issued a press release announcing that its Board of Directors
(the "Board") has elected Roger T. Staubach to serve as a member of the
Board, effective July 21, 2008. Mr. Staubach is the Executive Chairman of
the firm's Americas region, having assumed that role on July 11, 2008, when
Jones Lang LaSalle completed the previously announced transaction to merge
its operations with The Staubach Company (the "Merger"), of which Mr.
Staubach was an indirect shareholder.
Pursuant to the Agreement and Plan of Merger relating to the
transaction (the "Merger Agreement"), Jones Lang LaSalle agreed that it
would cause Mr. Staubach to be appointed to the Board. Thereafter, unless
Mr. Staubach's employment with Jones Lang LaSalle or one of its
Subsidiaries is terminated by Jones Lang LaSalle without cause, by Mr.
Staubach for good reason or due to Mr. Staubach's disability (as the terms
"cause," "good reason" and "disability" are defined under Mr. Staubach's
employment arrangements with Jones Lang LaSalle) and as long as
Mr. Staubach complies with Jones Lang LaSalle's policies and guidelines
applicable to all members of the Board, Jones Lang LaSalle has agreed that
it shall cause Mr. Staubach to be included in the slate of persons
nominated to serve as directors on the Board during any Earnout Calculation
Period (as defined pursuant to the Merger Agreement). Upon any termination
of Mr. Staubach's employment by Jones Lang LaSalle with cause, by Mr.
Staubach without good reason or due to disability, Mr. Staubach shall
promptly resign from the Board.
As Mr. Staubach is employed by Jones Lang LaSalle, he will be serving
on the Board as a member of management and therefore will not qualify as an
independent member of the Board or serve on any of its Committees.
Accordingly, Mr. Staubach will not be paid any Director's fees or other
compensation for serving on the Board.
Mr. Staubach has elected to receive shares of Jones Lang LaSalle
Common Stock in connection with the Merger Agreement. The number of
shares, representing substantially all of the consideration that Mr.
Staubach received in connection with the Merger, will be calculated, known
and filed with the Securities and Exchange Commission on a Form 4 for Mr.
Staubach at or about the time that a registration statement required to be
filed by the Company after the closing of the Merger becomes effective with
respect to the shares.
A copy of the press release announcing the election of Mr. Staubach
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibit is included with this Report:
99.1. Press release issued by Jones Lang LaSalle
Incorporated on July 23, 2008 announcing the
election of Mr. Roger T. Staubach to the
Company's Board of Directors.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: July 25, 2008 JONES LANG LASALLE INCORPORATED
By: /s/ Mark J. Ohringer
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Name: Mark J. Ohringer
Title: Executive Vice President,
Global General Counsel
and Corporate Secretary
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release Dated July 23, 2008
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