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.  )

 

Check the appropriate box:

Jones Lang LaSalle Incorporated

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of 2017 Annual Meeting of Shareholders and Proxy Statement

Jones Lang LaSalle Incorporated

April 21, 2017
 
Dear Shareholder:

The 2017 Annual Meeting of Shareholders of Jones Lang LaSalle Incorporated (Jones Lang LaSalle, which may sometimes be referred to as JLL, the Company or as we, us, or our) will take place on Wednesday, May 31, 2017, beginning at 5:30 p.m., local time, at the JLL office located at 330 Madison Avenue, 4^th Floor, New York, New York 10017.

At this year’s meeting, we will vote on the following proposals:

In connection with his retirement last year from his role as our Chief Executive Officer, Colin Dyer has decided not to stand for re-election at this year’s Annual Meeting. We are very grateful for the significant contributions that Colin has made to the JLL Board of Directors, and as the Company’s CEO, for over 12 years. All of our other current Directors are standing for re-election at the Annual Meeting.

Your vote is very important to us.  This year, we are again voluntarily furnishing proxy materials to our shareholders on the Internet rather than mailing printed copies to each shareholder. This serves our sustainability goals and also saves us significant postage, printing, and processing costs. Whether or not you plan to attend the Annual Meeting, please cast your vote, as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet or by telephone, as promptly as possible. You may also request a paper proxy card to submit your vote by mail if you prefer. If you attend the Annual Meeting, you may vote your shares in person even if you have previously given your proxy.

The mailing address of our principal executive office is JLL, Aon Centre, 200 East Randolph Drive, 46^th Floor, Chicago, Illinois. We anticipate that we will mail the Notice of Internet Availability of Proxy Materials to our shareholders on or about April 21, 2017. The proxy materials we furnish on the Internet include our 2016 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2016.

We appreciate your continued interest in JLL.

Sincerely,

Sheila A. Penrose Chairman of the Board of Directors		Christian Ulbrich Chief Executive Officer

When: Wednesday, May 31, 2017 5:30 p.m., local time		Where: JLL New York Office 330 Madison Avenue, 4th Floor New York, New York 10017

Items of Business

The Annual Meeting will have the following purposes:

Record Date

The Board of Directors has fixed the close of business on Monday, March 13, 2017, as the record date for determining the shareholders entitled to receive notice of, and to vote at, the Annual Meeting. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting. We will permit only shareholders, or persons holding proxies from shareholders, to attend the Annual Meeting.

By Order of the Board of Directors

Mark J. Ohringer
Corporate Secretary

April 21, 2017

YOUR VOTE IS VERY IMPORTANT. ANY SHAREHOLDER MAY ATTEND THE ANNUAL MEETING IN PERSON. IN ORDER FOR US TO HAVE THE QUORUM NECESSARY TO CONDUCT THE ANNUAL MEETING, WE ASK THAT SHAREHOLDERS WHO DO NOT INTEND TO BE PRESENT AT THE ANNUAL MEETING IN PERSON GIVE THEIR PROXY OVER THE INTERNET OR BY TELEPHONE. IF YOU PREFER, YOU MAY ALSO REQUEST A PAPER PROXY CARD TO SUBMIT YOUR VOTE BY MAIL. YOU MAY REVOKE ANY PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT HAS BEEN VOTED AT THE ANNUAL MEETING.

To assist your consideration of the proposals to be acted upon at our 2017 Annual Meeting, we highlight below the important information you will find in this Proxy Statement. This summary does not contain all information you should consider, and you should carefully read the entire Proxy Statement and our Annual Report on Form 10-K before you vote.

Financial and Operational Highlights

We believe we remain well-positioned to take advantage of the opportunities in a consolidating industry and to navigate successfully the dynamic markets in which we compete worldwide. We are proud to be a preferred provider of global real estate services, an employer of choice, a consistent winner of industry awards, and a valued partner to the largest and most successful companies and institutions in the global marketplace.

Among its financial and operational highlights for 2016, JLL:

Stock and Dividend Performance

Over the calendar year ended December 31, 2016, the price of a share of our Common Stock decreased 36%, which includes the reinvestment of dividends. We paid total dividends of $0.64 per share, up from $0.56 the previous year, an increase of 14%.

Industry Recognition

During 2016, we continued to win numerous awards that reflected the quality of the services we provide to our clients, the integrity of our people, and our desirability as a place to work, including:

Financial Performance

The following table presents key financial data for each of the last three fiscal years, all as of each year end.

($ in millions, except per share data)		2014				2015				2016
Revenue			$5,429				$5,965				$6,804
Total operating expenses			4,963				5,435				6,363
Operating income			465				529				441
Net income available to common shareholders			385				438				318
Diluted earnings per common share			8.52				9.65				6.98
EBITDA attributable to common shareholders(1)			605				707				613
Total Assets			5,075				6,205				7,629
Total Net Debt(2)			162				461				1,112
Total Liabilities			2,652				3,457				4,808
Total Shareholders’ Equity			2,386				2,688				2,790
Cash Dividends Paid			21				25				29

The above information is qualified in its entirety by the more detailed and complete information in our Annual Report on Form 10-K for the year ended December 31, 2016.

(1) EBITDA attributable to common shareholders represents earnings before interest expense, net of interest income, income taxes, depreciation and amortization. Although EBITDA attributable to common shareholders is a non-GAAP financial measure, it is used extensively by management and is useful to investors and lenders as a metric for evaluating operating performance and liquidity. A variation of EBITDA attributable to common shareholders also is used in the calculations of certain covenants related to the Company’s long-term bank credit facility. However, EBITDA attributable to common shareholders should not be considered as an alternative either to net income available to common shareholders or net cash by operating activities, both of which are determined in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). A reconciliation of our net income attributable to

common shareholders to EBITDA attributable to common shareholders and then to EBITDA is contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K for the year ended December 31, 2016.

(2) Total net debt is calculated by adding total debt and deferred business acquisition obligations, less cash.

Corporate Governance

Our mission as an organization is to deliver exceptional strategic, fully-integrated services, best practices, and innovative solutions for real estate owners, occupiers, investors, and developers worldwide. In order to achieve our mission, we realize we must establish and maintain an enterprise that will sustain itself over the long-term for the benefit of all of its stakeholders — clients, shareholders, employees, suppliers, and communities, among others. Accordingly, we have committed ourselves to effective corporate governance that reflects best practices and the highest level of business ethics. To that end, and as the result of our shareholder engagement efforts, over the past years we have adopted the following significant corporate governance policies and practices:

Objectives of Executive Compensation

The principal objectives of the Compensation Committee of our Board of Directors are to (1) align the compensation of each member of the Global Executive Board, our senior-most management group, with the Company’s short-term and long-term performance, (2) provide incentives for driving and meeting the Company’s strategic goals, and (3) help attract and retain the leaders who will be crucial to the Company’s long-term success and ultimate sustainability.

We compensate the members of our Global Executive Board using the following principal elements:

We do not provide any significant perquisites. Our Board of Directors has decided that restricted stock grants made to our senior executives in 2013 and beyond under our long-term incentive compensation plans have a “double trigger” in the case of a change in control (namely the executive’s employment must be terminated after the change in control in order for the restricted stock to vest on an accelerated basis).

Shareholder Voting Matters and Recommendations

Director Nominees for Election at the 2017 Annual Meeting

Name

Age

Director Since

Position

Independent

Audit Committee

Compensation Committee

Nominating and Governance Committee

Other Current Public Boards(1)

Current Directors Who Are Nominees Standing for Re-Election

Hugo Bagué

56

2011

Former Group Executive, Organisational Resources, Rio Tinto plc

Yes

—

Yes

Yes

—

Samuel A. Di Piazza, Jr.

66

2015

Retired Global Chief Executive Officer, Pricewaterhouse Coopers International Ltd.

Yes

—

Yes

Yes

3

Dame DeAnne Julius

68

2008

Chairman, University College London

Yes

—

Yes

Yes

—

Ming Lu

58

2009

Partner, KKR & Co., L.P.

Yes

—

Chairman

Yes

—

Martin H. Nesbitt

54

2011

Co-Chief Executive Officer, The Vistria Group, LLC

Yes

Yes

—

Yes

2

Sheila A. Penrose

71

2002; Chairman Since 2005

Chairman of the Board, JLL

Yes

Yes

Yes

Chairman

1

Ann Marie Petach

56

2015

Retired Chief Financial Officer, BlackRock, Inc.

Yes

Chairman

—

Yes

—

Shailesh Rao

45

2013

Former Vice President for Asia Pacific, Latin America and Emerging Markets, Twitter, Inc.

Yes

—

Yes

Yes

—

Christian Ulbrich(2)

50

2016

Chief Executive Officer and President, JLL

No

—

—

—

—

Nominee for First-Time Election

Bridget Macaskill(3)

68

First-Time Nominee

Non-Executive Chairman First Eagle Holdings, Inc.

Yes

Yes

—

Yes

—

As one of our shareholders of record on the Record Date, you are invited to attend the Annual Meeting. You are also entitled to vote on each of the matters we describe in this Proxy Statement.

A proxy is the legal designation you give to another person to vote the shares of stock you own. If you designate someone as your proxy in a written document, that document is called a proxy card. We have designated two of our officers as proxies for our Annual Meeting: Christian Ulbrich and Mark J. Ohringer. We are asking you to designate each of them separately as a proxy to vote your shares on your behalf.

We anticipate that we will mail the Notice of Internet Availability to our shareholders on or about April 21, 2017.

You may obtain a paper copy of our 2016 Annual Report and this Proxy Statement without charge by writing the JLL Investor Relations Department at the address of our principal executive office, 200 East Randolph Drive, Chicago, Illinois 60601, or by calling +1.312.228.2430.

Proxy Statement

Shareholder of Record

If your shares are registered directly in your name with JLL’s transfer agent and stock registrar, Computershare, then with respect to those shares we consider you to be the shareholder of record. As a shareholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting.

Beneficial Owner

If you hold shares in a brokerage account or by a trustee or another nominee, then we consider you to be the beneficial owner of shares held “in street name,” and we are furnishing these proxy materials to you through your broker, trustee, or nominee. As the beneficial owner, you have the right to direct your broker, trustee, or nominee how to vote and we are also inviting you to attend the Annual Meeting.

Proxy Statement

Since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from the broker, trustee, or nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. Your broker, trustee, or nominee has enclosed or provided instructions to you on how to vote your shares.

A written notice of revocation must be sent to our Corporate Secretary at the address of our principal executive office, which we provide above. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote (1) by submitting new voting instructions to your broker, trustee, or nominee or (2) if you have obtained a legal proxy from your broker, trustee or nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.

If you need additional copies of this Proxy Statement or voting materials, please contact Broadridge Investor Communications at the number above or the JLL Investor Relations team at +1.312.228.2430.

Proxy Statement

Although the advisory vote on executive compensation and the frequency of voting on executive compensation are non-binding, our Board will review the result of the votes and, consistent with our philosophy of shareholder engagement, will take it into account in making a determination concerning executive compensation and the frequency of such advisory voting in the future.

The affirmative vote of a majority of the total number of votes cast by holders of Common Stock entitled to vote at the Annual Meeting will be necessary to (1) approve the new 2017 Stock Award and Incentive Plan, including approval for purposes of the requirements under Section 162(m) of the Code, and (2) ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2017.

The frequency of the advisory vote on executive compensation (namely, every one, two or three years) receiving the greatest number of votes will be considered the frequency recommended by shareholders.

Accordingly, abstentions and broker non-votes will have no effect in determining whether Director nominees have received the requisite number of affirmative votes.

Abstentions and broker non-votes will also have no effect on (1) the voting with respect to the approval of the non-binding vote on executive compensation, (2) the non-binding vote with respect to the frequency of future votes on executive compensation, (3) the approval of the new 2017 Stock Award and Incentive Plan, or (4) the ratification of the appointment of KPMG LLP.

Brokers holding shares of stock for beneficial owners have the authority to vote on certain “routine” matters, in their discretion, in the event they have not received instructions from the beneficial owners. However, when a proposal is not a “routine” matter and a broker has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the broker may not vote the shares for that proposal.

A “broker non-vote” occurs when a broker holding shares for a beneficial owner signs and returns a proxy with respect to those shares of stock held in a fiduciary capacity, but does not vote on a particular matter because the broker does not have discretionary voting power with respect to that matter and has not received instructions from the beneficial owner.

If you hold shares through a broker, trustee or other nominee and do not provide your broker with specific voting instructions, under the rules that govern brokers in such circumstances, your broker will not have the authority to exercise discretion to vote your shares with respect to Proposal 1 (election of Directors), Proposal 2 (say-on-pay), Proposal 3 (say-on-frequency), Proposal 4 (2017 Stock Award and Incentive Plan), but will have the authority to exercise discretion to vote your shares with respect to Proposal 5 (ratification of KPMG LLP).

Proxy Statement

Our By-Laws require that proposals of shareholders made outside of Rule 14a-8 under the Exchange Act must be submitted to our Corporate Secretary at our principal executive office not later than February 26, 2018 and not earlier than January 27, 2018. In addition, any shareholder intending to nominate a candidate for election to the Board at the 2018 Annual Meeting must give timely written notice to our Corporate Secretary at our principal executive office not later than February 26, 2018 and not earlier than January 27, 2018.

Shareholders may, subject to and in accordance with our By-Laws, recommend director candidates for consideration by the Nominating and Governance Committee. The recommendation must be delivered to our Corporate Secretary, who will forward the recommendation to the Nominating and Governance Committee for consideration.

Proxy Statement

Biographical Information; Composition of the Board of Directors

We provide below biographical summaries for each of:

Director Qualifications

In the case of each Director who is a nominee for election at the 2017 Annual Meeting, we also provide below under “Five Proposals To Be Voted Upon At The Annual Meeting — Proposal 1” a separate Qualifications Statement indicating those specific qualifications, attributes, and skills that support his or her membership on our Board of Directors.

Current Board Composition and Nominees for Election

Our Board currently consists of the following 11 members:

Hugo Bagué		Ming Lu		Ann Marie Petach
Samuel A. Di Piazza, Jr.		Bridget Macaskill		Shailesh Rao
Colin Dyer		Martin H. Nesbitt		Christian Ulbrich
Dame DeAnne Julius		Sheila A. Penrose

All of the above Directors served for all of 2016 and through the date of this Proxy Statement, except that Ms. Macaskill was first appointed to the Board effective July 1, 2016. All of the above Directors are nominees for election except for Mr. Dyer who has decided not to stand for election at the 2017 Annual Meeting in connection with his previous retirement from his position as our Chief Executive Officer.

Changes in Corporate Officer Positions

Christian Ulbrich was named President of JLL, and a member of the Board of Directors, effective June 1, 2016, and was named Global Chief Executive Officer of JLL effective October 1, 2016.

Colin Dyer retired as CEO on September 30, 2016.

Anthony Couse was named CEO of our Asia Pacific business effective June 1, 2016.

Guy Grainger was named CEO of our EMEA business effective June 1, 2016.

Richard Bloxam was named the Global Head of Capital Markets effective January 1, 2017.

Charles J. Doyle retired as Global Chief Marketing Officer effective March 17, 2017.

Current Non-Executive Directors Standing for Re-Election

 Hugo Bagué  Mr. Bagué, 56, has been a Director of JLL since March 2011. He is a nominee standing for election to our Board at the 2017 Annual Meeting. From 2007 until April 2017, Mr. Bagué was Group Executive for Rio Tinto Organisational Resources with overall responsibility currently for Human Resources, Health, Safety, Environment and Communities, External Affairs, Media Relations, Corporate Communications, Procurement, Information Systems and Technology, Shared Services, and Group Property. Headquartered in the United Kingdom, Rio Tinto plc is a leading international mining and metals group that employs 60,000 people worldwide in over forty countries. Mr. Bagué was previously the global vice president of Human Resources for the Technology Solutions Group of Hewlett Packard Corporation, based in Palo Alto, California. Prior to that he worked for Compaq Computer, Nortel Networks and Abbott Laboratories, based out of Switzerland, France, and Germany, respectively. He received a degree in linguistics and post graduate qualifications in Human Resources and Marketing from the University of Ghent in Belgium.

Proxy Statement

 Samuel A. Di Piazza, Jr.  Mr. Di Piazza, 66, has been a Director of JLL since May 2015. He is a nominee standing for election to our Board at the 2017 Annual Meeting. Mr. Di Piazza retired as Global Chief Executive Office of PricewaterhouseCoopers International Ltd. in September 2009 after eight years of leading the largest professional services firm in the world. Over his thirty-six year career at PwC, he led the US Firm as Chairman and Senior Partner, the Americas Tax Practice and was a member of the Global Leadership Team. After retiring from PwC, Mr. Di Piazza joined Citigroup, Inc., where he served as Vice Chairman of the Global Corporate and Investment Bank from 2011 until February 2014. He currently serves as the Chair of the Board of Trustees of Mayo Clinic. Mr. Di Piazza serves on the Board of Directors of AT&T, Inc., having previously served as a Director of DirecTV, Inc., prior to its acquisition during 2015 by AT&T, as well as ProAssurance, Inc., a property and casualty insurance company, and Regions Financial Corporation, a bank and financial services company. He is a member of the Executive Committee of St. Patrick’s Cathedral in New York City and The Inner City Scholarship Fund of New York City. He is a Trustee of the USA Foundation Board of the World Economic Forum and a member of the Executive Committee of the National September 11^th Memorial and Museum. Mr. Di Piazza has served as a Trustee of the International Financial Reporting Standards Foundation, and is past Chairman of the Geneva-based World Business Council on Sustainable Development, The Conference Board, Inc., Junior Achievement Worldwide and the Financial Accounting Foundation, the oversight body of the FASB. Mr. Di Piazza received a B.S. in accounting from the University of Alabama and an M.S. from the University of Houston. Mr. Di Piazza is the co-author of Building Public Trust: The Future of Corporate Reporting.

 Dame DeAnne Julius  Dame DeAnne, 68, has been a Director of JLL since November 2008. She is a nominee standing for election to our Board at the 2017 Annual Meeting. Dame DeAnne currently serves as an independent non-executive member of the board of directors of the University College London, one of the world’s leading universities, where she also serves as Chairman. Dame DeAnne was the Chairman of the Royal Institute of International Affairs, also known as Chatham House, from 2003 through 2012. Founded in 1920 and based in London, Chatham House is a world-leading source of independent analysis, informed debate and influential ideas on how to build a prosperous and secure world. From 1997 to 2001, Dame DeAnne served as a founding member of the Monetary Policy Committee of the Bank of England. Prior to that, she held a number of positions in the private sector, including Chief Economist at each of British Airways PLC and Royal Dutch Shell PLC, and was Chairman of the British Airways Pension Investment Management. She has also served as a senior economic advisor at the World Bank and a consultant to the International Monetary Fund. She previously served as a non-executive member of the board of directors of Roche Holding AG, a global healthcare and pharmaceutical firm, BP PLC, one of the world’s largest energy companies, and the board of partners of Deloitte UK, a firm providing audit, consulting, financial advisory, risk management, and tax services. Dame DeAnne has a B.S. in Economics from Iowa State University and a Ph.D. in Economics from the University of California. In January 2013, Dame DeAnne was knighted by The Queen of the United Kingdom for her services to international relations.

 Ming Lu  Mr. Lu, 58, has been a Director of JLL since May 2009. He is a nominee standing for election to our Board at the 2017 Annual Meeting. Mr. Lu joined KKR Asia Limited in 2006 and since 2007 he has been a Partner with KKR & Co., L.P., a leading global alternative asset manager sponsoring and managing funds that make investments in private equity, fixed income and other assets in North America, Europe, Asia, and the Middle East. In connection with his KKR position, Mr. Lu is a member of the board of directors of four of KKR’s portfolio companies, including MMI Group, a precision engineering company based in Singapore that provides components to the hard disc, oil and gas and aerospace industries; Masan Consumer Corporation, a leading branded consumer goods company in Vietnam; Weststar Aviation Service Sdn Bhd, a helicopter transportation service provider to offshore oil and gas companies, and Goodpack Limited, a leader in steel intermediate bulk containers, a multi-modal, reusable metal box system that provides packaging, transportation and storage for global core industries. Prior to joining KKR, Mr. Lu was a Partner at CCMP Capital Asia Pte Ltd (formerly JP Morgan Partners Asia Pte Ltd), a leading private equity fund focusing on investments in Asia, from 1999 to 2006. Before that, he held senior positions at Lucas Varity, a leading global automotive component supplier, Kraft Foods International, Inc. and CITIC, the largest direct investment firm in China. Mr. Lu received a B.A. in economics from Wuhan University of Hydro Electrical Engineering in China and an M.B.A. from the University of Leuven in Belgium.

 Martin H. Nesbitt  Mr. Nesbitt, 54, has been a Director of JLL since March 2011. He is a nominee standing for election to our Board at the 2017 Annual Meeting. In January 2013, Mr. Nesbitt became the Co-Chief Executive Officer of The Vistria Group, LLC, a private-equity investment firm. From 2000 until then, Mr. Nesbitt served as President and CEO of PRG Parking Management (known as The Parking Spot), a Chicago-based owner and operator of off-airport parking facilities that he conceived and co-founded in August 2000. Prior to launching The Parking Spot, he was an officer of the Pritzker Realty Group, L.P., the real estate group for Pritzker family interests. Before that, Mr. Nesbitt was a Vice President and Investment Manager at LaSalle Partners, one of the predecessor corporations to JLL. He is a member of the board of

Proxy Statement

directors of Norfolk Southern Corporation, one of the premier rail transportation companies in the United States, and American Airlines Group, the holding company for American Airlines. Mr. Nesbitt is also a Trustee of Chicago’s Museum of Contemporary Art. He is the Treasurer for Organizing for America, the successor organization to Obama for America, a project of the Democratic National Committee, and is also the Chairman of the Barack Obama Foundation, the foundation created in January 2014 to establish the Barack Obama Presidential Library and Museum, among other things. He has previously been a member of the board of directors of the Pebblebrook Hotel Trust, a real estate investment trust and a member of The University of Chicago Laboratory School Board. Mr. Nesbitt has an M.B.A. from the University of Chicago and both a Bachelor’s degree and an honorary doctorate degree from Albion College, Albion, Michigan.

 Sheila A. Penrose  Ms. Penrose, 71, has been a Director of JLL since May 2002 and has been the Chairman of the Board since January 1, 2005. She is a nominee standing for election to our Board at the 2017 Annual Meeting. Ms. Penrose served as an Executive Advisor to The Boston Consulting Group from January 2001 to December 2007. In September 2000, Ms. Penrose retired from Northern Trust Corporation, a bank holding company and a global provider of personal and institutional financial services, after more than 23 years of service. While at Northern Trust, Ms. Penrose served as President of Corporate and Institutional Services and as a member of the Management Committee. Ms. Penrose is a member of the board of directors of McDonald’s Corporation, the world’s leading foodservice retailer, and Entrust Datacard Group, a supplier of systems for secure identity and secure transaction solutions. Ms. Penrose previously served on the board of directors of eFunds Corporation, a provider of integrated information and payment solutions, and Nalco Chemical Corp., a specialty chemicals provider. Ms. Penrose serves on both the steering committee of the Community of Chairmen and the advisory board of the Gender Parity initiative of the World Economic Forum, on the board of the Chicago Council on Global Affairs, and as a founding member of the US 30% Club. Ms. Penrose received a Bachelor’s degree from the University of Birmingham in England and a Master’s degree from the London School of Economics. She also attended the Executive Program of the Stanford Graduate School of Business. In 2010, Ms. Penrose was inducted into the Chicago Business Hall of Fame and in 2014 was named a finalist for Chairman of the Year by NYSE Governance Services.

 Ann Marie Petach  Ms. Petach, 56, has been a Director of JLL since May 2015. She is a nominee standing for election to our Board at the 2017 Annual Meeting. From 2007 until 2014, Ms. Petach was a senior leader at BlackRock, Inc., the world’s largest investment management firm managing over $4.6 trillion of assets on behalf of governments, companies, foundations, and millions of individuals globally. Most recently, Ms. Petach was the co-head of US Client Solutions and prior to that she was the Chief Financial Officer of BlackRock. Beginning in and so far through 2017, she has been an advisor at Google, Inc., working on a special project. Prior to joining BlackRock in 2007, Ms. Petach was Vice President, Treasurer at Ford Motor Company, where she worked for the firm in the US, Europe and South America over a period of 23 years. Ms. Petach is currently a member of the board of directors of certain of BlackRock’s affiliated companies and she is a trustee, secretary and treasurer of the Financial Accounting Foundation. Ms. Petach earned a B.A. degree in business and Spanish from Muhlenberg College in 1982 and a MSIA degree from Carnegie Mellon University in 1984.

 Shailesh Rao  Mr. Rao, 45, has been a Director of JLL since September 2013. He is a nominee standing for election to our Board at the 2017 Annual Meeting. From 2012 until July 2016, Mr. Rao was the Vice President for Asia Pacific, Latin America and Emerging Markets at Twitter, Inc., the global on-line social networking service. Before joining Twitter, Mr. Rao served for seven years in a number of roles, including Managing Director for India at Google Inc., the global technology company focused on search, operating systems and platforms. Mr. Rao earned the prestigious Google Founder’s Award for his role in the development of Google Maps and Google Earth. He also played a leadership role in the growth of Google’s YouTube business globally as Vice President for the YouTube and Display businesses across Asia Pacific. Mr. Rao has dual undergraduate degrees in Economics and History from the University of Pennsylvania and an M.B.A. from the Kellogg School of Management.

First-Time Nominee Who Is Currently a Board Member but not a Corporate Officer

 Bridget Macaskill  Ms. Macaskill, 68, has been a director since she was appointed effective July 1, 2016. She is a nominee standing for election to our Board at the 2017 Annual Meeting. Ms. Macaskill is the non-executive chairman of First Eagle Holdings, Inc. and serves as senior adviser to First Eagle Investment Management and to its CEO. Based on Ms. Macaskill’s deep experience in the investment management industry, a third-party executive search firm recommended her to our Board. She was formerly president and chief executive officer of First Eagle, which she joined in 2009. Prior to joining First Eagle, Ms. Macaskill served as Chief Operating Officer, President, Chief Executive Officer and Chairman of Oppenheimer Funds, Inc., where she is recognized for creating the Oppenheimer Funds’ Women & Investing program, dedicated to educating American women about the need to take charge of their personal finances. Ms. Macaskill has served

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on a number of public company and not-for-profit boards and is currently on the boards of Jupiter Fund Management plc., merchant banking firm Close Brothers plc., and the TIAA-CREF mutual funds. A native of the United Kingdom, Ms. Macaskill earned a B.Sc. in Psychology from the University of Edinburgh and completed post graduate studies at the Edinburgh College of Commerce.

Current Director Standing for Re-Election Who Is Also a Corporate Officer

 Christian Ulbrich  Mr. Ulbrich, 50, has been the Chief Executive Officer of JLL since October 2016. He is the Chairman of our Global Executive Board. From June 2016 through September 2016, Mr. Ulbrich was President of JLL, having previously served as the Chief Executive Officer for our Europe, Middle East, and Africa business segment since January 2009. Mr. Ulbrich was first elected to our Board at the 2016 Annual Meeting of Shareholders. He is a nominee standing for election to our Board at the 2017 Annual Meeting. From April 2005 through December 2008, he was the Managing Director of JLL’s German business. Prior to that, Mr. Ulbrich was the Chief Executive Officer of the HIH group of companies headquartered in Hamburg, Germany and part of M.M. Warburg Bank. For the ten years prior to that, he held various positions within German and international banks. Mr. Ulbrich is a member of the board of directors of Vonovia SE, Germany’s largest residential real estate company. He has a Diplom Kaufmann degree in Business Administration from the University of Hamburg.

Additional Corporate Officers

 Richard Bloxam  Mr. Bloxam, 45, has been the Global Head of Capital Markets of JLL since October 2016. He is a member of our Global Executive Board. Mr. Bloxam was formerly the head of Capital Markets for JLL in EMEA from 2012. Prior to that, Mr. Bloxam served in various capacities for JLL, including Head of Pan European Capital Markets, Head of Retail Capital Markets Central & Eastern Europe (Austria), and Head of Retail in Hungary. Mr. Bloxam holds a BSc from the University of Exeter, a post graduate diploma from SouthBank University in Estate Management and is a Member of the Royal Institution of Chartered Surveyors.

 Louis F. Bowers  Mr. Bowers, 34, has been the Global Controller and Principal Accounting Officer of JLL since August 2015. He served as Director of Accounting Policy of the Company since September 2014. Prior to that, Mr. Bowers served in various positions, including Vice President and Controller, at Retail Properties of America, Inc., from June 2011 to September 2014, and served as Manager — Audit, Real Estate at KPMG LLP from September 2005 to June 2011. Mr. Bowers is a Certified Public Accountant and holds a B.S. in Accountancy from the University of Illinois at Urbana-Champaign.

 Grace T. Chang  Ms. Chang, 44, has been the Managing Director of Global Corporate Finance and Investor Relations of JLL since November 2015. Prior to joining JLL, she served as Managing Director at GE Capital Real Estate both in the United States and Asia from 2005 through 2014 where she held key commercial leadership roles, most recently leading the development and growth of the Asia investment management business and prior to that, business development and global commercial market strategy for real estate investments. During the period between 1995 and 2005, she served in finance positons of increasing responsibility within GE and GE Capital in the United States and Asia Pacific including CFO, financial planning and analysis, corporate mergers, and acquisition integration. Ms. Chang has a B.A. in Economics from the University of California, Berkeley.

 Anthony Couse  Mr. Couse, 51, has been the Chief Executive Officer for our Asia Pacific business since June 2016. He is a member of our Global Executive Board. Mr. Couse was previously the Managing Director of our Shanghai and East China business from January 2006. He was based in our Hong Kong business from 1993 where he held positions of increasing responsibility, including head of our Agency business for Asia. Mr Couse joined Jones Lang Wootton in 1989, one of the predecessor entities to JLL, based in the City of London office. Mr. Couse graduated from the University of London with a Bachelor’s Degree in Biology. He is also a Fellow of the Royal Institution of Chartered Surveyors.

 Bryan J. Duncan  Mr. Duncan, 47, has been the Global Treasurer of JLL since August 2015. He served as Assistant Treasurer of the Company since September 2005. Prior to that, Mr. Duncan served in various positions within the Treasury Department of the Company since September 1999. Prior to joining the Company, Mr. Duncan served as Senior Manager — Investment Management Services and various other positions at KPMG LLP since September 1991. Mr. Duncan is a Certified Public Accountant and holds a B.S. in Accountancy from Illinois State University and an M.B.A. from the University of Chicago.

Proxy Statement

 John Forrest  Mr. Forrest, 46, is the Global and Americas Chief Executive Officer for our Corporate Solutions business and Chairman of our Global Corporate Solutions Board. He is a member of our Global Executive Board. Mr. Forrest has spent his entire career with JLL, beginning as a management trainee in our Australia business and for more than twenty years has assumed roles of increasing responsibility in different locations globally, including within our corporate real estate services, tenant representation, property management, fund management, and workplace strategies businesses. Before re-locating to the United States for his current role, he was previously the Chief Executive Officer of our Corporate Solutions business in Asia Pacific. Mr. Forrest has a Bachelor’s Degree in Land Economics from the University of Western Sydney and an MBA from Macquarie University.

 Allan Frazier  Mr. Frazier, 64, has been Executive Vice President, Global Head of Data and Information Management and Chief Data Officer of JLL since January 2014. Prior to joining JLL, from March 2003 to January 2014, Mr. Frazier served in roles of increasing responsibility and ending as Executive Vice President and Global Head of Data and Information Management for HSBC Holdins plc, the global banking organization, and before then at other major financial institutions for which he developed and managed data management teams in most major markets across the Americas, Asia Pacific, and Europe/Middle East. Mr. Frazier has a Bachelor’s degree in Quantitative Geography from The University of California at Berkeley and a Master’s Degree in Economic Geography from San Francisco State University.

 Guy Grainger  Mr Grainger, 49, has been the Chief Executive Officer for our Europe, Middle East, and Africa business segment since June 2016. He is a member of our Global Executive Board. Mr. Grainger was previously the Chief Executive Officer of our UK business and prior to that the Lead Director of our UK Retail business. He joined JLL in 2008 following the acquisition of Churston Heard. Prior to that, Mr Grainger spent 25 years in the retail sector working with some of the largest retailers in the world. He holds a BSc (Hons) degree in Valuation and Estate Management from University of West England and is a member of the Royal Institution of Chartered Surveyors. He is also an alumnus of London Business School Senior Executive Programme.

 Jeff A. Jacobson  Mr. Jacobson, 55, has been Chief Executive Officer of LaSalle Investment Management, JLL’s investment management business segment, since January 2007. He is a member of our Global Executive Board. From 2000 through 2006, he was Regional Chief Executive Officer of LaSalle Investment Management’s European operations. From 1998 to 2000, Mr. Jacobson was a Managing Director of Security Capital Group Incorporated. During the period between 1986 and 1998, he served in positions of increasing responsibilities with LaSalle Partners, one of the predecessor corporations to JLL. Mr. Jacobson graduated from Stanford University, where he received an A.B. in Economics and an A.M. from its Food Research Institute.

 James S. Jasionowski  Mr. Jasionowski, 58, has been Executive Vice President, Chief Tax Officer of JLL since January 2007. He was Executive Vice President, Director of Tax, from April 2002 to December 2006. From October 2001 to March 2002, he served as Managing Director within the Structured Finance Group of General Electric Capital Corporation. He also served as Executive Vice President and Director of Tax of Heller Financial, Inc., a commercial finance company, from September 1997 through December 2001, and as Vice President and Tax Counsel of Heller Financial from May 1993 through August 1997. Prior to that, he held a variety of positions within the tax practice of KPMG from August 1985 through May 1993, ending as Senior Manager, Tax. He held a variety of positions with Jewel Companies, Inc., from June 1981 through July 1985. Mr. Jasionowski has a B.S. in Accountancy from Northern Illinois University, where he was also a University Scholar, and a J.D. from IIT Chicago Kent College of Law.

 David A. Johnson  Mr. Johnson, 54, has been Executive Vice President, Global Chief Information Officer of JLL since November 2004. He served as the Chief Information Officer for the Americas business segment of JLL from 1999 to 2004. He joined LaSalle Partners, the predecessor firm to JLL, as Head of Technology for the Management Services Group in September 1997. Prior to joining LaSalle Partners, Mr. Johnson served as a practice lead for the Real Estate Operations and Systems Group for PricewaterhouseCoopers in Chicago and New York from 1993 to 1997 and was Manager of Portfolio Performance and Head of Technology for Dreyfus Realty Advisors in New York City from 1990 to 1993. Before joining Dreyfus, he held a variety of positions in the commercial banking industry. Mr. Johnson received a Bachelor’s degree in mathematics and economics from Ithaca College and an M.B.A. in Finance and Economics from Pace University.

 Christie B. Kelly  Ms. Kelly, 55, has been Executive Vice President and Chief Financial Officer of JLL since July 2013. She is a member of our Global Executive Board. Before joining JLL, from 2009 she served as the Chief Financial Officer of Duke Realty Corporation, a leading U.S. real estate investment trust specializing in the ownership, management, and development of bulk industrial facilities, medical office properties, and suburban office buildings. Prior to joining Duke Realty, Ms. Kelly served as Senior Vice President of the Global Real Estate Group at Lehman Brothers, the investment

Proxy Statement

banking firm, from 2007 to 2009. Before that, she was employed by General Electric Company from 1983 to 2007 and served in numerous finance and operational financial management positions in the United States, Europe, and Asia that included responsibility for mergers and acquisitions, process improvements, internal audit, and enterprise risk management. She is a member of the board of directors of Kite Realty and was previously a member of the board of directors of the National Bank of Indianapolis. Ms. Kelly is on the board of trustees of the Butler University Business School. Ms. Kelly has a B.A. in Economics from Bucknell University. She has been recognized as one of the Women of Influence by the Indianapolis Business Journal.

 Patricia Maxson  Dr. Maxson, 58, has been Executive Vice President, Chief Human Resources Officer of JLL since March 2012. She is a member of our Global Executive Board. From December 2007 until she joined JLL, she served as Vice President, Human Resources for Merck Research Labs at Merck & Co., Inc. From 1988 to 2007, Dr. Maxson held a variety of positions at Rohm and Haas Co., a specialty chemical company, initially as a chemist in the research organization and moving into human resources in 1999. Immediately prior to joining Merck, she served as the Rohm and Haas Human Resources Director for Europe. Dr. Maxson has a B.S. in Chemistry from Michigan State University, a Ph.D. in Chemistry from the University of California, Berkeley, and an M.A. in Clinical Psychology from The Fielding Graduate Institute.

 Gregory P. O’Brien  Mr. O’Brien, 55, has been the Chief Executive Officer for our Americas business segment since January 2014. He is a member of our Global Executive Board. Mr. O’Brien was previously the Chief Executive Officer of our Americas Markets Solutions business and prior to that the Chief Executive Officer of our Americas Brokerage business. He was the Chief Executive Officer of The Staubach Company prior to its merger with JLL in 2008. Mr. O’Brien earned an M.B.A. from Harvard Business School after graduating from Tufts University with a B.S. in Electrical Engineering.

 Mark J. Ohringer  Mr. Ohringer, 58, has been Executive Vice President, Global General Counsel and Corporate Secretary of JLL since April 2003. From April 2002 through March 2003, he served as Senior Vice President, General Counsel and Secretary of Kemper Insurance Group, Inc., an insurance holding company. Prior to that, Mr. Ohringer served as General Counsel and Secretary of Heller Financial, Inc., a commercial finance company, from September 2000. He previously served as Chief Corporate Counsel and Deputy General Counsel of Heller Financial from March 1999 to September 2000 as well as other roles within the legal function from the time he joined in December 1993. Prior to joining Heller Financial, Mr. Ohringer was a Partner at the law firm of Winston & Strawn LLP. In 2012, he was named by Corporate Board Member as one of America’s Top General Counsel and in 2011 by the Ethisphere Institute as one of the world’s 100 Most Influential People in Business Ethics. Mr. Ohringer has a B.A. in Economics from Yale University and a J.D. from Stanford Law School.

 Parikshat Suri  Mr. Suri, 49, has been Executive Vice President, Chief Audit Executive of JLL since September 2014. He was CFO of JLL India from May 2008 to August 2014. From January 2006 to May 2008, he served as the CFO of Citi Technology Services Ltd. Prior to that, he held a variety of roles with Motorola India Pvt. Ltd., from 1997 to 2005 ending as a financial controller in that company’s GSM Network business in India. He also worked with ICI India Ltd. from 1994 to 1997. Mr. Suri has a Bachelor of Commerce degree from Panjab University. In 1992, he qualified as a Chartered Accountant in India and was ranked 50^th in the country. Mr. Suri is a Certified Public Accountant (inactive).

Section 16 Reporting Officers

We have designated the following current Corporate Officers as “Officers” for purposes of reporting under Section 16 of the Exchange Act:

Louis F. Bowers		Jeff A. Jacobson		Gregory P. O’Brien
Anthony Couse		Christie B. Kelly		Mark J. Ohringer
Guy Grainger		Patricia Maxson		Christian Ulbrich

Proxy Statement

Our policies and practices reflect corporate governance initiatives that we believe comply with:

We maintain a corporate governance section on our public website, www.jll.com, which includes key information about the corporate governance initiatives that are set forth in our:

These documents are all available at http://www.jll.com/about/board-of-directors-and-governance. We will make any of this information available in print to any shareholder who requests it in writing from our Corporate Secretary at the address of our principal executive office.

The Board of Directors regularly reviews corporate governance developments and modifies our By-Laws, Guidelines, and Committee Charters accordingly. Our Code of Business Ethics applies to all employees of the Company, including all of our executive officers, as well as to the members of our Board of Directors.

JLL is committed to the values of effective corporate governance and the highest ethical standards. We believe that these values will promote the best long-term performance and sustainability of the Company for the benefit of our shareholders, clients, staff, and other constituencies. To this end, over the past years we have adopted the following significant corporate governance policies and practices:

Proxy Statement

Information about the Board of Directors and Corporate Governance

The Board, whose members our shareholders elect annually, is the ultimate decision-making body of the Company except with respect to those matters reserved to the shareholders either by applicable law, our Articles of Incorporation, or our By-Laws. Through its oversight, review, and counsel, the Board establishes and oversees the Company’s business and organizational objectives. The Board works with management to determine the Company’s long-term strategy. In doing so, the Board elects the Chairman of the Board, the Chief Executive Officer, and certain other members of the senior management team. Senior management is responsible for conducting JLL’s business under the oversight of the Board to enhance the long-term value and sustainability of the Company for the benefit of its shareholders. The Board acts as an advisor and counselor to JLL’s senior management and monitors the establishment of its corporate strategy and its performance relative to its strategic goals.

Director Independence

A majority of our Board consists of independent Directors. All of the members of the Audit, Compensation, and Nominating and Governance Committees of our Board are independent Directors.

Having an independent board is a core element of our governance philosophy. For a Director to be considered independent, the Board must determine that the Director does not have any direct or indirect material relationship with the Company. The Board observes all criteria for independence and experience established by the NYSE (including Rule 303A in its Listed Company Manual). The Board also observes all criteria from our Corporate Governance Guidelines, which provide that a substantial majority of our directors will be independent.

The Board has determined that each of our Non-Executive Directors, all of whom are current members of our Board, are independent according to the criteria we describe above. These are the Directors we describe in this Proxy Statement as being Non-Executive Directors (meaning Directors we do not otherwise employ as Corporate Officers).

In connection with the independence determinations for each of our Non-Executive Directors, the Board considered transactions of the Company with entities with which such Directors are or were associated, as current or former directors, officers, employees, partners and/or equity-holders, noting that each such transaction consists of services being provided by the Company in the ordinary course of business, with customary consideration being received by the Company in exchange therefor (and no consideration being received directly or indirectly by the Director). None of these transactions was considered a material relationship that impacted the applicable Director’s independence.

Given Mr. Rao’s unique combination of significant technology industry experience from his previous work at Google and Twitter and his knowledge of the Company’s business as the result of serving as a Board member for more than three years, JLL management requested that Mr. Rao provide limited and focused consulting services to the Company on a short-term basis, with respect to the development and structuring of a specific digitization strategy. The Board, which approved the arrangement before it was entered, determined that this engagement would not impair Mr. Rao’s ability to make independent judgments as a member of the Board and therefore that it would not be a material relationship that impacted Mr. Rao’s independence. Mr. Rao recused himself from, and did not vote on, the approval of any aspect of executive compensation for 2016 considered by the Compensation Committee during the first quarter of 2017.

Given that affiliates of BlackRock, Inc., in the aggregate, constitute a significant shareholder of JLL, which may from time to time include certain of the affiliates where Ms. Petach remains a member of the board of directors, we have also put procedures in place, to which BlackRock has agreed, to avoid conflicts of interest with respect to information regarding JLL.

Review and Approval of Transactions with Interested Persons

We have adopted a conflict of interest policy as part of JLL’s Code of Business Ethics, under which we expect all Directors, Corporate Officers, and employees of the Company to make business decisions and take actions based upon JLL’s best interests and not based upon personal relationships or benefits.

Proxy Statement

The Board has also adopted a formal written policy and procedures for the review and approval of any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) (1) that involves a potential corporate opportunity or in which we were, are or will be a participant, (2) where the amount involved exceeds $120,000, and (3) in which any of the following persons had, has or will have a direct or indirect material interest:

Based on the above criteria, we have described the reportable related party transactions with our beneficial owners of more than 5% of our Common Stock, Corporate Officers, and Directors in 2016 under “Certain Relationships and Related Transactions” with respect to (i) BlackRock, Inc. and (ii) The Vanguard Group.

Non-Executive Chairman of the Board; Lead Independent Director

Since January 1, 2005, Ms. Penrose, a Non-Executive Director, has held the role of the Chairman of the Board. The Board has determined that Ms. Penrose will also serve as the Lead Independent Director of the Board for purposes of the NYSE’s corporate governance rules.

In her role as Chairman of the Board, Ms. Penrose’s duties include the following:

The Board considers the election of a Chairman annually, immediately following each Annual Meeting of Shareholders. In May 2016, the Board extended the term of Ms. Penrose’s appointment to the date of the 2017 Annual Meeting of Shareholders, at which time the Board will re-evaluate whether to further extend her appointment.

The Board has determined that each person who serves as Chairman of the Board from time to time, if that person is independent, will automatically also serve as a member of each of the Board’s Committees, although not necessarily as its Chairman.

Our leadership structure separates our Chief Executive Officer and Chairman of the Board positions and makes the latter our Lead Independent Director. We believe this approach, which corporate governance experts generally view as the best practice, is useful and appropriate for a complex and global organization such as ours.

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Director Orientation and Continuing Education

We provide Directors who join our Board with an initial orientation about the Company, including our business operations, strategy, policies, code of ethics, sustainability, integrated reporting, and governance. We then provide all of our Directors with resources and on-going education opportunities to assist them in staying current about developments in corporate governance and critical issues relating to the operation of public company boards and their committees. We actively participate in various professional organizations, such as the Ethisphere Business Ethics Leadership Alliance and the Boston College Center for Corporate Citizenship, that provide training opportunities and information about best practices in corporate governance and business ethics. Our Board also visits Company offices in different cities as part of its regularly scheduled Board meetings, and typically this includes sessions with management, staff and clients.

Annual Board Self-Assessments and Senior Management Assessments

Our Board annually conducts a self-evaluation to determine whether it and its Committees are functioning effectively and how they might enhance their effectiveness. For years prior to 2014, the evaluations were conducted by surveying the Board members in writing (with anonymous responses submitted). As part of that process, (1) our Chairman of the Board also engaged in individual discussions with each Board member about his or her views and (2) the Chairman of our Compensation Committee solicited input from the Board members about the leadership by the Chairman of the Board. Additionally, our Board solicited input (also on an anonymous basis) from the members of senior management who regularly interacted with the Board in order to determine management’s view about how effectively the Board interacted with the Company and oversaw its strategies and execution. The Board members reviewed and discussed the responses to both of these surveys, and the Chairman provided senior management with responsive feedback.

In 2014, the Board retained an independent third party for the first time to conduct confidential interviews of each Board member and certain members of senior management, and then discussed the results with the Board.

After the completion of the 2014 self-evaluation process, the Board determined that it would alternate between the written and interview approaches for its self-assessments. In accordance with that decision, in 2015, the Board reverted to the written survey approach and then in 2016, the Board conducted its self-evaluation through an independent third party.

Policy on Trading Stock; Policy Against Pledging or Hedging Stock

We have an insider trading policy which prohibits all directors, employees, officers, directors and agents from engaging in any speculative transactions in our securities. The policy requires that all Directors, the Corporate Officers listed in this Proxy Statement, and certain other designated individuals (1) must pre-clear all trades in JLL stock with our General Counsel and (2) may not trade during designated “blackout periods” except under approved SEC Rule 10b5-1 trading plans.

We also prohibit Directors and Corporate Officers from engaging in hedging or pledging transactions involving our stock.

Board Meetings During 2016

The full Board of Directors held four in-person meetings and five telephonic meetings during 2016. Each Director who held such position during 2016 attended, in aggregate, at least 75% of all meetings (including teleconferences) of the Board and of any Committee on which such Director served during the course of his or her membership on the Board or such Committee. Our Non-Executive Directors meet in executive session without management participation during every in-person Board meeting.

Proxy Statement

Standing Board Committees

Our Board of Directors has a standing Audit Committee, Compensation Committee, and Nominating and Governance Committee. The following table identifies:

Director Name

Audit Committee

Compensation Committee

Nominating and Governance Committee

Hugo Bagué

—

ü

ü

Samuel A. Di Piazza, Jr.

—

ü

ü

Dame DeAnne Julius

—

ü

ü

Ming Lu

—

Chairman

ü

Bridget Macaskill

ü

—

ü

Martin H. Nesbitt

ü

—

ü

Sheila A. Penrose

ü

ü

Chairman

Ann Marie Petach

Chairman

—

ü

Shailesh Rao

—

ü

ü

Number of Meetings During 2016 (Including teleconferences):

9

6

5

In order to get the benefit of their additional perspectives, we invite Non-Executive Directors who are not members of a given Committee to attend all meetings of each Committee, although they are not obligated to do so. We also provide them access to all Committee materials for their information.

Each Committee has authority to engage legal counsel or other advisors and consultants as it deems appropriate to carry out its responsibilities. Below is a description of each Committee’s responsibilities.

The Audit Committee

Ms. Petach (Chairman), Mr. Nesbitt, and Ms. Penrose served as members of our Audit Committee during the entire year of 2016. Ms. Macaskill was appointed to the Audit Committee shortly after being appointed to the Board of Directors on July 1, 2016. Dame DeAnne resigned from the Audit Committee on May 27, 2016.

Under the terms of its Charter, the Audit Committee acts on behalf of the Board to monitor (1) the integrity of the Company’s financial statements, (2) the qualifications and independence of the Company’s independent registered public accounting firm, (3) the performance of the Company’s internal audit function and of its independent registered public accounting firm, and (4) compliance by the Company with certain legal and regulatory requirements. In fulfilling its responsibilities, the Audit Committee has the full authority of the Board to, among other things:

Proxy Statement

See also the report of the Audit Committee set forth in the section headed “Audit Committee Report.”

Our Board has determined that each of the members of our Audit Committee is “financially literate” and that at least one of the members has “accounting or related financial management expertise,” in each case as required by the NYSE. Our Board has also determined that at least one of the members of the Committee, Ms. Petach, its Chairman, qualified as an “audit committee financial expert” for purposes of the applicable SEC rule.

The Compensation Committee

Messrs. Lu (Chairman), Bagué, Piazza, and Rao, and Mmes. Julius and Penrose, served as members of the Compensation Committee during the entire year of 2016.

Under the terms of its Charter, the Compensation Committee acts on behalf of the Board to formulate, evaluate and approve the compensation of the Company’s executive officers and to oversee all compensation programs involving the use of the Company’s Common Stock. In fulfilling its responsibilities, the Compensation Committee has the full authority of the Board to, among other things:

Proxy Statement

See also the report of the Compensation Committee set forth in the section headed “Compensation Committee Report.”

Compensation Committee Interlocks and Insider Participation.  There are no Compensation Committee interlocks or insider participation on the Compensation Committee. Certain executive officers attend meetings of the Compensation Committee in order to present information and answer questions of the members of the Compensation Committee.

Relationship Between Compensation Design and Risk-Taking.  We periodically consider whether our compensation policies may be reasonably expected to create incentives for our people to take risks that are likely to have a material adverse effect on either our short-term or longer-term financial results or operations. We continue to believe that they do not. We also have not identified historical situations where we believe that our compensation practices drove behaviors or actions that resulted in material adverse effects on our business or prospects.

Broadly speaking, we take two different approaches to compensating our people within the three regions that provide Real Estate Services:

In our LaSalle Investment Management business, we use base salaries and annual incentive pools that relate to overall global performance of the business as well as the achievement of individual objectives relating to specific performance of investments, fund raising, and other metrics and activities that support the success of the business. The long-term incentive plan for the senior leadership of the business relates primarily to the strength of cash-flow annuity income rather than incentive fees.

We believe these different approaches are appropriate to their respective circumstances and that they align well with both near-term and longer-term shareholder interests. Straight commissions are restricted to transactions that are completed and therefore do not have significant future risks of negative returns to the firm. Annual incentive pools and longer-term compensation are generally related to the satisfaction of clients and performance of the related business over time, and will be adversely impacted in the event of negative client experiences or relationships or losses to the business relating to unsuccessful strategy or execution.

In the case of our most highly-compensated Executive Officers, we discuss design and risk issues in more detail below as part of our Compensation Discussion and Analysis.

Where we use them, our restricted stock programs have vesting periods of up to three years, and therefore are designed to promote behaviors that are in the longer-term interests of our shareholders and to enhance our stock price. We have also begun to require that certain restricted stock awards to our most highly compensated Executive Officers be retained for another twelve months even after they have fully vested.

Proxy Statement

The Nominating and Governance Committee

Mmes. Penrose (Chairman), Julius, and Petach, and Messrs. Bagué, Di Piazza, Lu, Nesbitt, and Rao served as members of the Nominating and Governance Committee during the entire year of 2016. Ms. Macaskill was appointed to the Nominating and Governance Committee on July 1, 2016 shortly after being appointed to the Board of Directors. As a policy matter, all of our Non-Executive Directors are automatically members of this Committee.

Under the terms of its Charter, the Nominating and Governance Committee acts on behalf of the Board to (1) identify and recommend to the Board qualified candidates for Director nominees for each Annual Meeting of Shareholders and to fill vacancies on the Board occurring between such Annual Meetings, (2) recommend to the Board nominees for Directors to serve on each Committee of the Board, (3) develop and recommend to the Board the Corporate Governance Guidelines, and (4) lead the Board in its annual review of the Board’s performance. In fulfilling its duties, the Nominating and Governance Committee has the full authority of the Board to, among other things:

The Board’s Role in Enterprise Risk Oversight

Successful management of any organization’s enterprise risks is critical to its long-term sustainability. The Board and its Committees take active roles in overseeing management’s identification and mitigation of the Company’s enterprise risks. The Audit Committee focuses on the process by which management continuously identifies its enterprise risks and monitors the mitigation efforts that have been established. The Board focuses on substantive aspects of management’s evaluation of the Company’s enterprise risks and the efforts it is taking to avoid and mitigate them. Each of the Compensation Committee and the Nominating and Governance Committee also monitors and discusses with management those risks that are inherent in the matters that are within each such Committee’s purview.

As a standing agenda item for its quarterly meetings, the Audit Committee discusses with management the process that has been followed in order to establish an enterprise risk management report. This report reflects (1) the then current most significant enterprise risks that management believes the Company is facing, (2) the efforts management is taking to avoid or mitigate the identified risks, and (3) how the Company’s internal audit function proposes to align its activities with the identified risks. The management representatives who regularly attend the Audit Committee meetings and participate in the preparation of the report and the discussion include our (1) Chief Financial Officer, (2) General Counsel, and (3) Chief Audit Executive, each of whom is also a liaison to our Global Operating Board, which is the internal management group that is responsible for overseeing our enterprise risk management process. At the Audit Committee meetings, the Chief Audit Executive reviews with the Committee how the report has informed the decisions about what aspects of the Company that Internal Audit will review as part of its regular audit procedures, as well as how various programmatic activities by Internal Audit have been influenced by the conclusions drawn in the report.

The enterprise risk management report is provided to the full Board as a regular part of the materials for its quarterly meetings. At those meetings, the Board asks questions of management about the conclusions drawn in the enterprise risk management report and makes substantive comments and suggestions. Additionally, during the course of each year, the

Proxy Statement

Audit Committee (or sometimes the full Board) meets directly on one or multiple occasions with the senior-most leaders of our critical corporate functions, including Finance, Accounting, Information Technology, Human Resources, Tax, Legal and Compliance, Professional Standards, Sustainability, and Insurance, to consider, among other topics, the enterprise risks those internal organizations face and how they are managing and addressing them. At each Board meeting, the Chairman of our Audit Committee reports to the full Board on the activities of the Audit Committee, including with respect to its oversight of the enterprise risk management process.

As a regular part of its establishment of executive compensation, the Compensation Committee considers how the structuring of our compensation programs will affect risk-taking and the extent to which it will drive alignment with the long-term success of the enterprise and the interests of our shareholders. The Compensation Committee comments on this aspect of our compensation program in the “Compensation Discussion and Analysis” that is a part of this Proxy Statement.

In the normal course of its activities, our Nominating and Governance Committee reviews emerging best practices in corporate governance and stays abreast of changes in laws and regulations that affect the way we conduct our corporate governance, which represents another important aspect of overall enterprise risk management.

Moreover, as part of its consideration of our Annual Report to Shareholders, our Board reviews and comments on our Risk Factors section, which is another way in which it participates in the consideration of the significant enterprise risks the Company faces and how the Company attempts to manage them in an appropriate way.

Nominations Process for Directors

Identifying and Evaluating Nominees for Directors

The Nominating and Governance Committee employs a variety of methods to identify and evaluate nominees for Director. The Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the Committee would consider various potential candidates for Director. Candidates may come to the attention of the Committee through then current Board members, Company executives, shareholders, professional search firms, or other persons. The Committee would evaluate candidates at regular or special meetings and may consider candidates at any point during the year depending upon the circumstances. As described below, the Committee would consider properly submitted shareholder nominations of candidates for election to the Board at an Annual Meeting. Following verification of the shareholder status of the persons proposing candidates, the Committee would aggregate and consider recommendations at a regularly scheduled meeting, which would generally be the first or second meeting prior to the issuance of a proxy statement for the subsequent Annual Meeting. If a shareholder provides any materials in connection with the nomination of a Director candidate, the materials would be forwarded to the Committee. The Committee would also review materials that professional search firms or other parties provide in connection with a nominee who is not proposed by a shareholder. If the Committee nominated a candidate proposed by a professional search firm, the Committee would expect to compensate such firm for its services, but the Board would not pay any compensation for suggestions of candidates from any other source.

Director Qualifications; Diversity Considerations; Director Tenure

Our Board has adopted a Statement of Qualifications of Members of the Board of Directors, which is available on our website and contains the membership characteristics that apply to nominees to be recommended by the Nominating and Governance Committee. According to these characteristics, the Board should be composed of individuals who have demonstrated notable or significant achievements in business, education, or public service. In addition, the members of the Board should possess the acumen, education, and experience to make a significant contribution to the Board and bring a range of skills, diverse perspectives, and backgrounds to the deliberations of the Board. Importantly, the members of the Board must have the highest ethical standards, a strong sense of professionalism, and a dedication to serving the interests of all the shareholders, and they must be able to make themselves readily available to the Board in the fulfillment of their duties. All members of the Board must also satisfy all additional characteristics for Board membership that may be set forth in the Company’s Corporate Governance Guidelines. These characteristics set forth the particular attributes that the Committee considers when evaluating a candidate’s management and leadership experience, the skills, and diversity that a candidate would contribute to the Board and the candidate’s integrity and professionalism.

Proxy Statement

For a number of years, our Nominating and Governance Committee has maintained an internal list of the more specific experiences and attributes that it seeks to have cumulatively reflected on the Board. While we do not expect each Director to necessarily contribute all of the desired criteria, we do seek to have the criteria represented on the Board as deeply as possible in their totality. Accordingly, when we are searching for a new Director, we seek to fill any relative gaps in the overall criteria that we may have identified at the time.

The desired Board composition criteria that the Committee has identified include, among others, the skills and qualifications described below:

In terms of the Committee’s goal to have a diverse Board, the Committee believes that diversity of background and perspective, combined with relevant professional experience, benefits the Company and its shareholders. The Committee believes that the overall composition of the current Board reflects the desired criteria we describe above as well as a significant level of diversity from a number of different and important perspectives.

The following table reflects the tenure of our 2017 director nominees. Our directors’ tenure is well-distributed to create a balanced Board, which contributes to a rich dialogue representing a range of perspectives.

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Shareholder Nominees

The Nominating and Governance Committee will consider properly submitted nominations of candidates for membership on the Board as described above. Any shareholder nominations proposed for consideration by the Committee should include the nominee’s name and qualifications for Board membership and evidence of the consent of the proposed nominee to serve as a Director if elected. Nominations should be addressed to our Corporate Secretary at the address of our principal executive office set forth above. Shareholder nominations for individuals to be considered by the Nominating and Governance Committee as a director nominee for election at the 2018 Annual Meeting should be delivered to the Corporate Secretary at our principal executive office by no later than December 16, 2017.

Majority Voting for Directors

Our By-Laws provide that, except with respect to vacancies, each Director shall be elected by a vote of the majority of the votes cast with respect to the Director at any meeting for the election of Directors at which a quorum is present. If, however, at least fourteen days before the date we file our definitive Proxy Statement with the SEC, the number of nominees exceeds the number of Directors to be elected (a Contested Election), the Directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of Directors. A majority of the votes cast means that the number of shares voted “for” a Director must exceed the number of votes cast “against” that Director (with abstentions and broker non-votes not counted as a vote cast either “for” or “against” that Director’s election).

In the event an incumbent Director fails to receive a majority of the votes cast in an election that is not a Contested Election, such incumbent Director must promptly tender his or her resignation to the Board. The Nominating and Governance Committee of the Board (or another Committee designated by the Board under the By-Laws) must make a recommendation to the Board as to whether to accept or reject the resignation of such incumbent Director, or whether other action should be taken. The Board must act on the resignation, taking into account the Committee’s recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the SEC) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision, within 90 days following certification of the election results. The Committee in making its recommendations, and the Board in making its decision, may each consider any factors or other information that it considers appropriate and relevant. The Director who tenders his or her resignation will not participate in the recommendation of the Committee or the decision of the Board with respect to his or her resignation. If such incumbent Director’s resignation is not accepted by the Board, the Director will continue to serve until the next Annual Meeting and until his or her successor is duly elected, or his or her earlier resignation or removal.

If an incumbent Director’s resignation is accepted by the Board, or if a non-incumbent nominee for Director is not elected, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board.

Calling for Special Shareholders’ Meetings

Our Articles of Incorporation and our By-Laws provide that special meetings of our shareholders, for any purpose or purposes, may be called by any of (1) the Chairman of the Board of Directors, (2) the President, (3) the Board of Directors, or (4) the Corporate Secretary at the request in writing of shareholders owning at least thirty percent (30%) of the capital stock of the Company that are issued and outstanding and entitled to vote at the meeting.

Non-Executive Director Compensation

Under its Charter, our Nominating and Governance Committee is responsible for determining and recommending to the Board the overall compensation program for our Non-Executive Directors.

We use a combination of cash and stock-based compensation for the members of our Board. The Committee seeks to provide compensation to our Non-Executive Directors that is:

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Annually, the Committee gathers data on board compensation from various studies that are published by independent non-profit organizations (for example, the National Association of Corporate Directors) and recruiting or compensation consulting firms (for example, Spencer Stuart and Frederic W. Cook & Co., Inc.). For comparison purposes, the Committee then uses the studies and data that appear to be most relevant and most closely aligned with the Company’s own circumstances. The Committee gathers data for those companies that are also used as comparisons for executive compensation. The Committee seeks information regarding:

Based upon an internal guideline, the Committee then seeks to make any adjustment to the overall compensation program deemed necessary to satisfy the above criteria approximately every other year. In order to determine the compensation of our Chairman of the Board, our Committee meets in executive session, led by the Chairman of our Compensation Committee, without our Chairman of the Board being present.

In consideration of emerging corporate governance best practices, our Board has established a limit on the amount of equity and cash compensation that can be paid to a Non-Executive Director of the Company in a calendar year. The compensation limits, as described more fully in the 2017 Stock Award and Incentive Plan and subject to approval by our shareholders at the 2017 Annual Meeting, provide that the total annual compensation for any fiscal year for non-employee Directors will be limited to $750,000, which the Board believes is a meaningful limit on total Director compensation. This limit is inclusive of the value of both the annual cash retainer(s) and the grant date fair value of the annual equity award.

We have established a “stewardship” approach to the compensation of our Non-Executive Directors whereby we do not pay individual meeting fees. Accordingly, the Nominating and Governance Committee has determined that, effective the day after the 2016 Annual Meeting the compensation for Non-Executive Directors would be as follows:

In addition to the above amounts:

Restricted stock unit awards continue to vest according to their original schedules in the event of the death or disability of a Non-Executive Director. They become fully vested if the Non-Executive Director retires, is not re-nominated, or is not re-elected by the shareholders. If a Non-Executive Director resigns or is terminated for cause, he or she forfeits all remaining unvested awards.

JLL reimburses all Directors for reasonable travel, lodging, and related expenses incurred in attending meetings.

We do not pay any Directors’ fees to Directors who are also officers or employees of JLL (currently Christian Ulbrich, and through December 31, 2016, Colin Dyer). In connection with Mr. Dyer’s retirement arrangements, during the time in 2017

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that he serves on the Board, Mr. Dyer is receiving a fee of $80,000 for his service on the Board through May 31, 2017. We do not provide perquisites to our Non-Executive Directors.

We permit Non-Executive Directors to elect to receive and defer shares of our Common Stock in lieu of any or all of their cash retainers, on a quarterly basis, based on the closing price of our Common Stock on the last trading day of each immediately preceding quarter. Messrs. Bagué and Di Piazza have each elected to receive all or part of their 2016 retainers in deferred stock rather than cash.

We also permit our Non-Executive Directors who are subject to United States income tax to participate in the Deferred Compensation Plan that we have established for certain employees in the United States. The Deferred Compensation Plan is a non-qualified deferred compensation program under which the eligible members of our Board may voluntarily elect to defer up to 100% of their cash retainers and/or restricted stock grants upon vesting. Elections are made on an annual basis and in compliance with Section 409A of the Code.

The amounts of any compensation deferred under the Deferred Compensation Plan remain an asset of the Company and constitute an unsecured obligation of the Company to pay the participants in the future. As such, they are subject to the claims of other creditors in the event of the Company’s insolvency. Gains and losses on deferred amounts are credited based on the performance of (1) a hypothetical investment in a variety of mutual fund investment choices selected by the participants or (2) the Company’s stock price in the event of a deferral of restricted stock grants upon vesting. A participant’s account may or may not appreciate depending upon the performance of the hypothetical investment selections the participants make and/or the performance of the Company’s stock price. Participants must elect certain future distribution dates on which all or a portion of their accounts will be paid to them in cash, including in the case of a change in control of the Company. The Company does not make any contributions to the Deferred Compensation Plan beyond the amounts of compensation that participants themselves elect to defer.

Ms. Penrose has in the past deferred certain portions of her cash compensation into the Deferred Compensation Plan.

Compensation for Our Chairman of the Board

As a Non-Executive Director who was elected to the position of Chairman of the Board effective January 1, 2005, Ms. Penrose receives an annual retainer in addition to the foregoing amounts in consideration of undertaking the responsibilities and time commitments associated with that position as the Board has established it. The Chairman’s annual retainer for 2017 is $145,000 in cash, payable quarterly.

Ms. Penrose is permitted to apply her Chairman’s retainer to the programs described above with respect to electing to receive shares in lieu of cash or to deferring amounts under the U.S. Deferred Compensation Plan.

Non-Executive Director Compensation for 2016

The following table provides information about the compensation we paid to our current Non-Executive Directors in respect of their services during 2016:

Name		Fees Earned or Paid in Cash(1)				Stock Awards(2)				Option Awards				Non-Equity Incentive Plan Compensation				Change in Pension Value and Non-Qualified Deferred Compensation Earnings				All Other Compensation(3)				Total
Hugo Bagué		$	0			$	227,917				—				—				—			$	4,563			$	232,480
Samuel A. Di Piazza Jr.		$	0			$	227,917				—				—				—			$	1,383			$	229,300
Dame DeAnne Julius		$	87,917			$	145,000				—				—				—			$	1,672			$	234,589
Ming Lu		$	102,917			$	145,000				—				—				—			$	1,672			$	249,589
Bridget A. Macaskill		$	52,500			$	145,000				—				—				—			$	499			$	197,999
Martin H. Nesbitt		$	87,917			$	145,000				—				—				—			$	1,672			$	234,589
Sheila A. Penrose		$	242,917			$	145,000				—				—				—			$	18,083			$	406,000
Ann Marie Petach		$	102,917			$	145,000				—				—				—			$	853			$	248,770
Shailesh Rao		$	87,917			$	145,000				—				—				—			$	1,340			$	234,257

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The amounts we report in this column reflect the grant date fair values of the stock awards we made to our Non-Executive Directors during 2016.

We do not provide perquisites to our Non-Executive Directors.

Non-Executive Director Stock Ownership

Non-Executive Directors are subject to a stock ownership guideline whereby we expect that, at a minimum, by the third anniversary of his or her first election to the Board, each Director shall have acquired, and for as long as he or she remains a member of the Board will maintain ownership of, at least the lesser of (1) 5,000 shares of the Company’s Common Stock or (2) shares of the Company’s Common Stock worth $300,000 based on the then most recent closing price thereof. All shares of unvested restricted stock that have been granted to a Director, or which a Director has elected to take in lieu of cash compensation or has deferred under any deferred compensation plan, count toward each of the indicated minimum number of shares and dollar value. Each of our Non-Executive Directors who has served on the Board for three years or more currently exceeds the minimum stock ownership guideline.

As of March 13, 2017, when the price per share of our Common Stock at the close of trading on the NYSE was $113.25, our Non-Executive Directors had the following ownership interests in shares of our Common Stock:

Name		Shares Directly Owned (#)(1)				Restricted Stock Units (#)				Stock Options (#)				Total (#)				Value at 3/13/17
Hugo Bagué			10,087				2,083				0				12,170			$	1,378,253
Samuel A. Di Piazza, Jr.			1,588				3,816				0				5,404			$	612,003
Dame DeAnne Julius			9,662				2,083				0				11,745			$	1,330,121
Ming Lu			9,350				2,083				0				11,433			$	1,294,787
Bridget Macaskill			0				1,512				0				1,512			$	171,234
Martin H. Nesbitt			5,620				2,083				0				7,703			$	872,365
Sheila A. Penrose(2)			72,395				2,083				0				74,478			$	8,434,634
Ann Marie Petach			347				1,588				0				1,935			$	219,139
Shailesh Rao			1,938				2,083				0				3,976			$	450,282

Attendance by Members of the Board of Directors at the Annual Meeting of Shareholders

We strongly encourage each member of our Board of Directors to attend each Annual Meeting of Shareholders. All of the members of our Board of Directors at the time were present at our previous Annual Meeting of Shareholders held on May 27, 2016.

Communicating with Our Board of Directors

We value the continued interest of and feedback from our shareholders and other parties, and are committed to maintaining our active dialogue with you to ensure the diversity of perspectives are considered. Shareholders and interested parties may communicate directly with our Board of Directors. If you wish to do so, please send an e-mail to boardofdirectors@am.jll.com, which our Corporate Secretary will forward to all Directors. If you wish to communicate only with our Non-Executive Directors, or specifically with any Director individually (including our Chairman of the Board, who serves as the Lead Independent Director, or the Chairman of any of our Committees), please so note in your

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e-mail. Alternatively, you may send a communication by mail to any or all of our Directors, or specifically to any or all of our Non-Executive Directors, care of our Corporate Secretary at the address of our principal executive office, and our Corporate Secretary will forward it unopened to the intended recipient(s).

“Thinking Beyond,” “Achieving Ambitions” and “Building a Better Tomorrow”

In December 2016, JLL’s Global Executive Board, our senior management group, endorsed an enhanced global strategic vision to strengthen and refine our longstanding strategic priorities. “Thinking Beyond” provides a sustainable strategic growth framework for JLL and describes the focus and attention to client service excellence that characterizes our business around the world. In February 2017, we launched a new brand positioning strategy under the banner “Achieving Ambitions,” which reflects our core values of Teamwork, Ethics, and Excellence in everything we do. We have also previously introduced “Building a Better Tomorrow” to reflect and articulate the four pillars of our global corporate responsibility agenda: People, Clients, Workplaces, and Communities.

Corporate Sustainability

As part of the previous introduction of Building a Better Tomorrow (sm), we will continue to refine our sustainability communications and strategy globally to be aligned with encouraging and promoting the principles of corporate sustainability everywhere we operate, seeking to promote the long-term success of our organization for the benefit of our shareholders, clients, and employees and to improve the communities and environment in which our people work and live. We design our corporate policies to reflect the highest standards of corporate governance and transparency, and we hold ourselves responsible for our social, environmental, and economic performance. These priorities guide the interactions we have with our shareholders, clients, employees, regulators, and vendors, as well as with all others with whom we come into contact. We pursue our vision to lead the transformation of the real estate industry by making a positive impact both in and beyond our business. We also work to foster an environment that values the richness of our differences and reflects the diverse world in which we live and work. By cultivating a dynamic mix of people and ideas, we enrich our Company’s performance, the communities in which we operate, and the lives of our employees. We seek to recruit a diverse workforce, develop, and promote exceptional talent from diverse backgrounds and embrace the varied experiences of all our employees.

Our Sustainability Report is available at www.jll.com/sustainability.  Our latest report documents the Company’s achievements and challenges within both our services and operations. We take this seriously and are on a journey to embed sustainability deeply into our business. The report demonstrates how our approach aligns with our clients, adds value for shareholders, and benefits our workforce and the wider community. We support five key sustainability focus areas: energy and resources; green buildings; client service excellence; community and supply chain; and workplace well-being and diversity. We use as guidance for our reporting the standards established by the CDP (formerly the Carbon Disclosure Project), the Global Reporting Initiative, and the International Integrated Reporting Council.

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) describes our executive compensation philosophy and program in the context of the compensation we paid during the last fiscal year to 1) our current Chief Executive Officer, 2) our Chief Executive Officer who retired during 2016, 3) our Chief Financial Officer, and 4) our next three most highly compensated Executive Officers. These officers were among the members of our Global Executive Board (GEB) for 2016, and we refer to them in this Proxy Statement as our Named Executive Officers. Our Named Executive Officers, who served in their roles for all of 2016 except as noted, are as follows:

Our CD&A is organized into five sections:

Executive Summary

Pay for Performance Analysis

How We Align Pay with Company Performance

We are committed to aligning the compensation of our executives with our financial and operational performance. Our Compensation Committee (referred to as the Committee, we or us for purposes of this CD&A) oversees the Company’s executive compensation program. The Committee designs the executive compensation program to motivate the Named Executive Officers to increase shareholder value. Our program seeks to drive the achievement of both the short- and long-term financial and strategic goals that management establishes with the Board of Directors, all without encouraging excessive risk-taking. We believe that the program has served, historically, to align compensation with performance in a direct and appropriate way.

2016 Performance

JLL delivered diversified revenue increases for 2016.  The Company’s full-year 2016 consolidated revenue performance of $6.8 billion and consolidated fee revenue of $5.8 billion for the year represented double-digit percentage increases over a robust 2015. Revenue growth occurred across all geographic segments and LaSalle, fueled by recent acquisitions that contributed over $470 million of incremental fee revenue in 2016. Annuity businesses led revenue growth while transactional businesses also grew against a global decline in market volumes, which was notably impactful in the UK.

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Each of JLL’s three Real Estate Services operating segments contributed to the results:

LaSalle, our investment management business that constitutes our fourth operating segment, posted an increase in total revenue for the year up 3 percent from last year, and included $260.8 million of advisory fees, $95.9 million of incentive fees, and $51.1 million of transaction fees.  Equity earnings for the year were $31.5 million, as compared with $70.1 million in the prior year. While activity in both periods reflected net valuation increases of assets within the co-investment portfolio, gains recognized in 2015 from the disposition of legacy investments that did not recur in 2016 contributed substantially to the year-over-year decline. Operating income for the year was $82.9 million, a decrease from $87.5 million in 2015. In 2016, LaSalle’s capital raising momentum continued with $5.1 billion for the year. Assets under management reached a record high of $60.1 billion as of December 31, 2016, up from $56.4 billion as of December 31, 2015.

In 2016, the Company completed 28 new acquisitions that expanded its capabilities in key regional markets. The Company maintained a balance sheet for growth, reflecting the Company’s strong cash generation. It also maintained its investment grade credit rating of BBB+ with S&P and Baa2 with Moody’s.

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Also during 2016, JLL continued to win numerous awards that reflected the quality of the services it provides to our clients, the integrity of its people and its desirability as a place to work, including awards recognizing its (1) superior service to clients, (2) ethics program and corporate governance, (3) outsourcing capabilities, (4) consultancy capabilities, (5) “best place to work” environment, and (6) environmental and energy management work for clients.

See Annex A for a reconciliation of non-GAAP financial measures to our results as reported under accounting principles accepted in the United States.

The following table illustrates the three-year relationship between Company performance and the compensation of our Named Executive Officers. The overall growth of the business as represented by basic earnings per share and adjusted net income has exceeded Named Executive Officer total direct compensation on a relative basis. We selected earnings per share and adjusted net income because of their high correlation with creating shareholder value and selected our Named Executive Officers because of our 2016 Chief Executive Officer transition.

(1) As defined by the Compensation Committee, adjusted net income represents net income attributable to common shareholders excluding certain significant restructuring and acquisition charges. See Annex A for a reconciliation of adjusted net income to our results as reported under accounting principles accepted in the United States.

(2) This table includes only the Named Executive Officers and excludes Mr. Dyer, who retired during 2016. It represents total direct compensation earned for the year indicated. The compensation reflected above may differ from the Summary Compensation Table (the Table) due to certain timing reasons indicated in the notes to the Table.

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Return to Shareholders

The following graph compares the cumulative 5-year total return to shareholders of JLL’s common stock relative to the cumulative total returns of the S&P 500 Index. The graph below assumes that the value of the investment in JLL’s common stock and the S&P 500 Index (including reinvestment of dividends) was $1,000 on December 31, 2011.

Highlights of Compensation Committee Actions

The Summary Compensation Table indicates the specific amounts we paid to the Named Executive Officers in respect of their 2016 performance. Highlights from the decisions the Committee made include the following:

Base Salaries

Annual Incentives

Long-Term Incentives

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Say-on-Pay Results

With respect to the annual advisory “say-on-pay” shareholder vote held in May 2016, 94.3% of votes cast (and 86.7% of the total votes cast at the meeting) approved our compensation program. We evaluated the results of the 2016 “say-on-pay” vote as part of our overall assessment of the compensation program for our Named Executive Officers. Noting the support from shareholders for our program, we determined that it continues to (1) satisfy our objectives and (2) remain consistent with the compensation philosophy we discuss in more detail below.

How We Make Compensation Decisions

Risk Considerations

We structure compensation for our Named Executive Officers in order to minimize the possibility that it will provide an incentive to take risks that could have a material adverse effect on financial results or operations. We have incorporated into our executive compensation program mechanisms that would reduce compensation in the event that overly-risky strategies resulted in diminished financial performance.

Since we change base salaries infrequently and because they are relatively small compared to the other elements, we do not believe our base salaries encourage risk-taking. The table below indicates the mechanisms we use to manage risk incentives under our annual and long-term incentive plans.

Role of the Compensation Committee

The Committee, which consists entirely of independent Directors, recognizes the importance of developing and maintaining sound principles and practices to govern the Company’s executive compensation program. Through a disciplined evaluation process, we seek to establish a strong link between (1) executive compensation and (2) achievement of EBITDA, business unit operating income, and other long-term strategic objectives designed to drive shareholder value. To carry out its responsibilities, the Committee:

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Role of our Chief Executive Officer

Our Chief Executive Officer, Christian Ulbrich, makes annual recommendations to the Committee for the compensation of the Named Executive Officers other than himself. To do this, Mr. Ulbrich:

The Committee reviews these evaluations and recommendations, discusses them with Mr. Ulbrich, and ultimately approves or amends Mr. Ulbrich’s recommendations in its discretion.

The Committee also receives a self-assessment of the Chief Executive Officer’s own performance during the previous year relative to his performance objectives. The Committee next meets in one or more private executive sessions without Mr. Ulbrich being present in order to develop its own conclusions about Mr. Ulbrich’s performance. In its discretion, the Committee then determines the IPMP Score (IPMP Score) of the Chief Executive Officer, the Company’s internal performance management score, as basis for compensation.

Internal Compensation Resources

The Company’s Global Human Resources staff helps prepare the information the Committee needs to carry out its oversight responsibilities. The Company uses internal compensation expertise and data available from publicly available sources and professional compensation consulting firms to compile comparative market compensation data and present individual compensation modeling.

Role of Independent Compensation Consultant

The Committee has the authority to retain, as needed, any independent counsel, compensation and benefits consultants, and other outside experts or advisors as the Committee believes necessary or appropriate. In 2016, the Committee used Exequity LLP (Exequity) as its independent outside compensation consultant to advise the Committee on matters related to the compensation of the Named Executive Officers. Exequity will be the sole consultant for 2017. The Committee has assessed the independence of Exequity in light of SEC Rules and NYSE Listing Standards, and has determined that Exequity is independent under those rules and standards. Exequity does not advise management of the Company or receive any compensation from the Company other than in connection with its consulting work for the Committee. Accordingly, the work performed by Exequity does not raise any conflicts of interest for the Committee.

The Committee has requested Exequity to:

Competitive Assessment

The primary way we develop total compensation opportunities for each Named Executive Officer is based on our own historical corporate performance and future objectives. Therefore, we do not rigidly set (or strictly “benchmark”) our compensation levels based on specified percentiles of comparative market data.

However, we also recognize that our compensation practices must be competitive within the broader markets where we compete. As we strive to maintain our leadership position within the global real estate services and investment management industries, it is critical that we attract, retain, and motivate the executives who will be best able to deliver on the

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commitments we make to our clients and shareholders. Therefore, each year the Committee compares our compensation program to those of other companies, which we call our Market References, that we consider: (1) our direct competitors, (2) companies that operate within the broader commercial real estate business, including real estate investment trusts, and (3) companies that operate within the business services and financial services sectors.

Given the diverse nature of our Company’s businesses, which combine real estate expertise with business services, we use two Market References to reflect these two different business aspects: (1) real estate-oriented firms and (2) business services firms. We also target firms that are similar in size by revenue, a range of one-half to no more than three times our own revenue. We do not use market capitalization as a primary selection factor since our Company’s business model is not asset-intensive like that of a real estate investment trust (REIT), but we nevertheless think that REITs provide useful compensation comparisons since we regularly compete with them for talent. Due to the limited number of real estate-oriented firms to choose from, the firms in the Real Estate Market references will have lower revenue when compared to the business services references and to JLL.

Management annually reviews the composition of the Market References. The Committee then independently considers and approves the Market Reference lists. Each year, management recommends to the Committee changes that will keep the Market Reference as meaningful as possible. We indicate below the Market Reference companies we used for 2016:

These were the same Market References that were used for 2015. We show below the median revenue and market capitalization for the two separate Market Reference groups, and compare them to our Company’s own metrics. We used 2015 results since those were associated with the compensation reported in last year’s Proxy Statement.

We believe that the Market Reference data relating to the JLL Chief Executive Officer, JLL Chief Financial Officer, and LaSalle Chief Executive Officer positions correlates to publicly available data. For the JLL Chief Executive Officer and JLL Chief Financial Officer, the external reference is the set of Market Reference companies above, for which data are

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available through their proxy statements. For the LaSalle comparison, we referred to the 2015 McLagan Real Estate Investment survey, where we used a custom peer group that is matched to LaSalle’s size as measure by assets under management.

For the remaining two roles (Chief Executive Officers of the Americas and Asia Pacific segments), we used several hierarchical comparisons as well as regionally appropriate public data for the Asia Pacific CEO role. However, because the Market Reference data relating to their positions does not correlate well enough to the external data, we have determined that the currently available external data is not sufficiently reliable. Accordingly, we have decided that a reasonable approach for us is first to compare data for our JLL Chief Executive Officer, JLL Chief Financial Officer, and LaSalle Chief Executive Officer, all of which we do believe correlate well. We then align the remaining Named Executive Officer positions from an internal equity perspective, taking into account relative size, profit contributions, and comparative performance of their respective business segments. After the internal equity comparison, we then look at the external market data and hierarchical comparisons to review from an external equity perspective. When we refer elsewhere in this discussion to the Market Reference comparisons that we perform, we are referring to this methodology.

Summary of Executive Compensation Practices

We continually evaluate our compensation programs to ensure we are pursuing best practices in executive compensation. Below is a summary of what we do and do not do, the totality of which we believe aligns with the long-term interests of our shareholders:

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What We Pay and Why: The Elements of Executive Compensation

(1) Mr. Jacobson and Mr. Couse are excluded due to their participation in non-GEB plans during 2016.

We have three traditional elements of total direct compensation: (1) base salary, (2) an annual incentive plan, and (3) a long-term incentive plan. We design our compensation program to provide balanced incentives for the Named Executive Officers to drive both annual and long-term performance. As illustrated in the charts above, in 2016, based on target performance, 93% of the Chief Executive Officer’s (Christian Ulbrich) total direct compensation at target was performance-based and not guaranteed.

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Base Salary

We review base salaries for all of our Named Executive Officers on an annual basis, as well as at the time of a promotion or other change in responsibilities.

Determination of 2016 Base Salaries

We increased the base salary for Mr. Ulbrich to the Euro equivalent of U.S. $750,000 in connection with his promotion to Chief Executive Officer. The base salaries for all of the other Named Executive Officers remain below the Market Reference median. This is consistent with our philosophy of emphasizing performance-based compensation, maintaining an efficient cost structure, and limiting our fixed costs.

Annual Incentive Plan

The Annual Incentive Plan is funded by the Company’s AIP Adjusted EBITDA performance.  We first establish funding for the total incentive (the Annual Incentive Plan plus the GEB LTIP) as a percentage of the Company’s AIP Adjusted EBITDA. We then apply 68% of the funding to the Annual Incentive Plan, which we pay in cash. We apply the remainder to the GEB LTIP. Over time, we intend to share less of the Company’s AIP Adjusted EBITDA with the Named Executive Officers as we continue to leverage scale.

After the initial funding is established, the bonus is then adjusted based on two elements in the Annual Incentive Plan: (1) IPMP Score; and (2) Financial Score: for global JLL executives, one hundred percent of the financial score is determined by AIP Adjusted EBITDA results. For the business segment heads, two-thirds of the financial score is based on AIP Adjusted EBITDA results and one-third on the operating income of each business segment.

Combining these two elements produces an Individual Performance Assessment Score, which yields an award range of 85% – 115% of funding target.

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Determination of 2016 Annual Incentives

The Company’s AIP Adjusted EBITDA results produced a funding of 81% of planned budget. The 2016 financial performance that produced the Financial Score and the funding is below.

(1) To determine compensation of Named Executive Officers, the Committee utilizes a variation of disclosed EBITDA, which we refer to as AIP Adjusted EBITDA and excludes net non-cash mortgage servicing rights (MSR) and mortgage banking derivative activity along with certain restructuring and acquisition charges.

(2) Differs from other segment operating income disclosures by excluding certain platform and other cost allocations.

(3) Includes incentive fees, but excludes LaSalle equity earnings

When determining the IPMP Score for each of our Named Executive Officers, other than Mr. Dyer, the Committee took into account the following factors. Since Mr. Dyer retired as Chief Executive Officer on September 30, 2016, Mr. Dyer’s compensation for 2016 was established by contract, as we discuss below.

Christian Ulbrich:

Christie B. Kelly:

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Anthony Couse:

Jeff A. Jacobson:

Gregory P. O’Brien:

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The Committee approved the following annual incentive payouts for 2016 based on the IPMP Score and Financial Score of each of our Named Executive Officers.

Maximums available under the Annual Incentive Plan based on the AIP Adjusted EBITDA funding level by individual are: $3,985,000 for Mr. Ulbrich, $1,141,000 for Mr. Couse, $2,536,000 for Mr. Jacobson, $2,584,000 for Ms. Kelly, and $3,260,000 for Mr. O’Brien.

We provide additional information about the payments under the Annual Incentive Plan to our Named Executive Officers in the Summary Compensation Table. We report the performance-based annual incentives awarded in cash in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.” Mr. Dyer received an annual incentive payment of $5,920,000 under the terms of his retirement agreement.

GEB Long-Term Incentive Plan

The GEB LTIP operates over the three-year period from 2015 through 2017.  In the first quarter of 2015, we established goals for 2015 and the subsequent one- and two-year periods for each of the three performance measures. The goals are cumulative in years 2016 and 2017. Results for each of the performance measures yields an award range of 50% – 150% of funding target. We show the measures and the cumulative targets in the table below.

(1) To determine compensation of Named Executive Officers, the Committee utilizes a variation of disclosed EBITDA, which we refer to as LTIP Adjusted EBITDA and excludes net non-cash mortgage servicing rights (MSR) and mortgage banking derivative activity, along with certain restructuring and acquisition charges, and LaSalle incentive fees and equity earnings.

(2) Relative TSR (Relative TSR) means Total Shareholder Return (including dividends) based on the percentile ranking within the Russell 3000.

Proxy Statement

The following table describes for each performance measure: (1) when we evaluate performance, (2) what we measure, and (3) why we have selected the particular performance measure. The evaluation of each performance measure is applied collectively among all of the Named Executive Officers. As a result, there is no differentiation based on individual performance for this aspect of the compensation program (with the exception of Mr. Jacobson, who also participates in the LaSalle LTIP).

(1) To determine compensation of Named Executive Officers, the Committee utilizes a variation of disclosed EBITDA, which we refer to as LTIP Adjusted EBITDA and excludes net non-cash MSRs and mortgage banking derivative activity, along with certain restructuring and acquisition charges, and LaSalle incentive fees and equity earnings.

(2) Relative TSR has the meaning set forth in the table above.

(3) Beginning Share Price for any Performance Period means the average closing price of the Company’s common stock for the final 20 trading days of the prior calendar year. Final Share Price for any Performance Period means the average closing price of the Company’s common stock for the final 20 trading days of such Performance Period.

(4) Discussed below in “Progress Against 2020 Long-Term Objectives.”

The GEB LTIP is funded from the Company’s LTIP Adjusted EBITDA performance. We first establish funding for the total incentive (the Annual Incentive Plan plus the GEB LTIP) as a percentage of LTIP Adjusted EBITDA. We then apply 32% of the funding for the GEB LTIP, which we pay in RSUs. We apply the remainder to the Annual Incentive Plan. Over time, we intend to share less of the Company’s LTIP Adjusted EBITDA overall with the Named Executive Officers as we continue to leverage scale.

We deliver the awards under the GEB LTIP in RSUs with the exception of Mr. Jacobson. Grants earned in 2016 will vest in thirds each year beginning in 2018. In lieu of RSUs, Mr. Jacobson receives a notional investment in a weighted average global return for LaSalle’s entire assets under management.

Proxy Statement

The table below outlines the threshold, target, and maximum performance levels of the GEB LTIP.

(1) To determine the compensation of Named Executive Officers, the Committee utilizes a variation of disclosed EBITDA, which we refer to as LTIP Adjusted EBITDA and excludes net non-cash MSRs and mortgage banking derivative activity along with certain restructuring and charges, and LaSalle incentive fees and equity earnings.

(2) Relative TSR has the meaning set forth in the table above.

(3) Discussed below in “Progress Against 2020 Long-Term Objectives.”

Determination of 2016 Long-Term Incentives: GEB LTIP

For 2016, the Company’s LTIP Adjusted EBITDA results produced a funding of 81% of planned budget.  The table below presents the performance versus targets for the GEB LTIP.

(1) To determine the compensation of Named Executive Officers, the Committee utilizes a variation of disclosed EBITDA, which we refer to as Adjusted Global EBITDA and excludes net non-cash mortgage servicing rights and mortgage banking derivative activity along with certain restructuring and acquisition charges, and LaSalle incentive fees and equity earnings.

(2) Determined based on the percentile ranking within the Russell 3000.

(3) Discussed below in “Progress Against 2020 Long-Term Objectives.”

The Committee approved the following Long-Term Incentive awards for 2016 based on the performance versus targets of LTIP Adjusted EBITDA, Relative TSR, and the 2020 Objectives. We deliver the awards under the GEB LTIP in RSUs with the exception of Mr. Jacobson. Grants earned in 2016 will vest in thirds each year beginning in 2018. In lieu of RSUs, Mr. Jacobson receives a notional investment in a weighted average global return for LaSalle’s entire assets under management.

Proxy Statement

Maximums available under the GEB LTIP based on the LTIP Adjusted EBITDA funding by individual are: $2,457,000 for Mr. Ulbrich, $717,000 for Mr. Couse, $1,057,500 for Mr. Jacobson, and $2,023,500 for each of Ms. Kelly and Mr. O’Brien. We provide additional information about the payments under the GEB LTIP to our Named Executive Officers in the Summary Compensation Table. In addition to the GEB LTIP, Mr. Jacobson received an award of $1,001,000 under the LaSalle LTIP.

Mr. Dyer received a Long-Term Incentive payment of $3,013,000 delivered in cash under the terms of his retirement agreement.

Progress against 2020 Long-Term Objectives

The following includes some of the factors that we took into account in determining the extent to which our Named Executive Officers collectively met our 2020 Objectives for 2016.

Growth and Profitability (40%)

Platform (30%)

Proxy Statement

Productivity (15%)

Leadership (15%)

The LaSalle LTIP

Since he is the Chief Executive Officer of LaSalle, Jeff A. Jacobson, who is one of our Named Executive Officers, participates in the LaSalle LTIP as well as the GEB LTIP.

Under the LaSalle LTIP, we determine a fixed incentive amount to be paid to a group of senior LaSalle officers at the end of each year through a portion of the incentive fees LaSalle has earned, plus a portion of LaSalle’s global pre-bonus EBITDA. We have established the LaSalle LTIP for the period of January 1, 2013 and ending December 31, 2017. The award is paid in one-quarter tranches over four years.

The LaSalle LTIP will be funded each calendar year by the sum of 15% of the gross incentive fees earned by LaSalle plus 5% of LaSalle’s global pre-bonus EBITDA (net of incentive fees), both from the prior year. The resulting pool, as funded by the global pre-bonus EBITDA, will be reduced to the extent necessary to ensure that the ratio of LaSalle’s total compensation to total revenue does not exceed 60% for any given year. This ratio will be calculated using the gross LaSalle LTIP award in the year earned and not the GAAP amortization expense reflected in LaSalle’s financial statements.

We then make the payout from the pool to those LaSalle executives who were previously granted a fixed number of participant points against the pool.

We provide in the Summary Compensation Table information about the specific awards we made to Mr. Jacobson under the LaSalle LTIP.

Additional Compensation Elements

United States Savings and Retirement Plan for U.S. Based Named Executive Officers

Our United States Savings and Retirement Plan (Retirement Plan) is a defined contribution plan qualified under Section 401(k) of the U.S. Internal Revenue Code. We make matching contributions to each eligible participant’s account in an amount equal to 100% of each dollar contributed to the Retirement Plan, up to the first 3% of the participant’s compensation. We match 50% of each dollar contributed to the Retirement Plan on the next 2% of compensation. The maximum match under the plan is currently $10,600 per year per participant based on the annual compensation limit under the Code. Pre-tax, Roth after-tax, and catch-up contributions are taken into account in determining the amount of employer matching contributions. A participant does not become eligible to receive the Company’s matching payments unless he or she has completed at least 1,000 hours of service during the 12-month period beginning on the date of hire or during any Retirement Plan year that begins after the date of hire. Participants are vested in all amounts in their Retirement Plan accounts.

Our Named Executive Officers who are United States taxpayers, Colin Dyer, Jeff A. Jacobson, Christie B. Kelly, and Gregory P. O’Brien, are eligible to participate in the Retirement Plan. Messrs. Dyer and O’Brien participated during 2016. The matching contributions we made on their behalf are reported in the Summary Compensation Table.

United States Deferred Compensation Plan

Effective for compensation paid on and after January 1, 2004, we established a Deferred Compensation Plan for our employees in the United States who are at our National Director level and above. The Deferred Compensation Plan is a non-qualified deferred compensation program intended to comply with Section 409A of the Code. The Plan permits eligible participants, including those of our Named Executive Officers who are subject to United States income tax, to voluntarily elect to defer up to 75% of their base salaries, up to 100% of their annual incentives and up to 100% of their vested restricted stock unit awards. There is no Company match on deferrals other than those in the qualified plan.

Proxy Statement

Members of our Board of Directors are eligible to participate in the Deferred Compensation Plan with respect to their Director fees and, effective for 2013, the restricted stock unit portions of their retainers.

The amounts of any compensation deferred under the Deferred Compensation Plan remain an asset of the Company and constitute an unsecured obligation of the Company to pay the participants in the future. As such, they are subject to the claims of other creditors in the event of the Company’s insolvency. Gains and losses on deferred amounts are credited based on the performance of a hypothetical investment in a variety of mutual fund investment choices the participants select. Participants must elect certain future distribution dates on which all or a portion of their accounts will be paid to them in cash, including in the case of a change in control of the Company. The Company does not make any contributions to the Deferred Compensation Plan beyond the amounts of compensation that participants themselves elect to contribute.

Colin Dyer and Jeff A. Jacobson have previously elected to defer certain amounts of their compensation under the Deferred Compensation Plan. We provide their account values below.

Severance Arrangements for Named Executive Officers

We currently maintain a Severance Pay Plan for full-time employees in the United States, including executive officers.  To be eligible to receive benefits under the Severance Pay Plan, an employee must be involuntarily terminated from employment under specified circumstances and also must meet all of the conditions of the Severance Pay Plan. Severance benefits includes: (1) base severance, comprised of one-half month of base pay (not including the expected annual incentive) in effect at the time of the employment termination and (2) enhanced severance provided the employee executes a severance agreement and general release in favor of JLL. The severance is the same regardless of whether it is related to a change in control.

Enhanced severance is a multiple of base pay that varies with the circumstances of termination and is otherwise based on an employee’s position level and length of service, reimbursement for certain health care insurance costs and outplacement for professional employees. The maximum benefit under the Severance Pay Plan would be fifteen months of base pay. For employees terminated after June 30 of any given year and before annual incentives are paid for the year in which they are terminated, enhanced severance also may include an annual incentive payment, calculated as a pro-rated share of the employee’s target annual incentive for the year of termination, subject to JLL’s then existing practice of determining annual incentive payments.

Under a provision of the Severance Pay Plan that we have specifically established to cover members of our Global Executive Board, each of the Named Executive Officers would be eligible (regardless of length of service or location) to receive a minimum of twelve months of base salary, plus an amount equal to the individual’s target annual incentive then in effect, as enhanced severance if his or her employment is involuntarily terminated by the Company without cause. To the extent applicable, a GEB participant who is also eligible to receive severance payments under any other plan, program or arrangement provided to employees in countries other than the United States may elect whether to receive payments under the Severance Pay Plan or such other arrangement, but is not entitled to receive payments under both. In any event, the maximum benefit under the Severance Pay Plan remains at fifteen months (excluding potential for prorated share under the annual incentive plan based on the individual’s exit date) if a participant has sufficient longevity with the Company to exceed the twelve-month minimum.

The potential severance benefits we make available to our Named Executive Officers are designed to assist in retaining them as we compete for talented employees in a marketplace for global talent where similar (if not often greater) protections are commonly offered. We intend for severance benefits to ease an employee’s transition due to an unexpected employment termination by the Company. As our severance benefits would also be available in the case of a termination that followed a change in control, our severance arrangements also encourage employees to remain focused on the Company’s business in the event of rumored or actual fundamental corporate changes. We do not provide any tax gross-ups on severance payments under any circumstances.

Perquisites

We do not provide personal perquisites (such as non-business airline travel) of any significance to our Named Executive Officers as part of their compensation packages. In appropriate circumstances, we do provide reimbursement for certain expatriate expenses, all of which we disclose in the Summary Compensation Table.

CEO Performance Incentive Compensation Agreement (PICA)

In April 2012, the Committee approved a new performance-based retention incentive benefit (the Benefit) for Colin Dyer, our Chief Executive Officer. The Committee, working with its independent compensation consultant, designed the Benefit to accomplish two main objectives:

Proxy Statement

Accordingly, the Company agreed to pay the Benefit in the event that: (1) Mr. Dyer terminated his employment on any date after the date on which he both (a) reached age 62 and (b) attained ten years of service with the Company (both of which conditions were met for the first time during September 2014, the Eligibility Date); (2) Mr. Dyer had been involuntarily terminated without cause at any time after the Benefit was approved; or (3) Mr. Dyer died or was significantly disabled at any time after the Benefit was approved.

The Benefit was determined according to a formula, which operated as follows:

We defined the term Final Average Annual Incentive to mean the average of the two highest consecutive years’ Non-Equity Incentive Plan Compensation, which includes only cash payments attributable to the Company’s existing Stock Award and Incentive Plan (or such similar or successor annual incentive bonus plan), in the five years preceding the year in which separation from service takes place, as reported in the corresponding column of the Summary Compensation Table of the Company’s annual proxy statements. This excludes (i) any cash payments to Mr. Dyer under the GEB LTIP and (ii) any other special bonuses that the Company may pay or provide Mr. Dyer.

Starting in July 2017, the Benefit of $789,028 per annum will be paid out in the form of annuity payments based on Mr. Dyer’s election of the joint and 100% survivor form of payment. Mr. Dyer will be an unsecured creditor of the Company with respect to the Company’s financial obligation to pay the Benefit.

The form of the agreement under which the Company agreed to provide the benefit was filed with the SEC on a Current Report on Form 8-K on April 19, 2012.

Retirement Agreement with Colin Dyer

In order to facilitate the transition of Mr. Dyer’s responsibilities and the Company’s overall leadership succession during 2016, the Committee approved a retirement letter agreement between the Company and Mr. Dyer (the Retirement Agreement).

In the Retirement Agreement, Mr. Dyer agreed to provide certain services, and accept certain restrictions, that he was not obligated to do but which the Committee considered to be of substantial value to the Company:

The Board requested that Mr. Dyer remain a member of the Board through the time of the Annual Meeting of Shareholders in May, 2017, which Mr. Dyer agreed to do.

In consideration for his agreeing to the above services and restrictions, Mr. Dyer:

Proxy Statement

In addition, all previously awarded but unvested cash and restricted stock units will continue to vest according to their original vesting schedules.

The above summary of the Retirement Agreement is qualified in its entirety by reference to such agreement, which is attached as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on August 25, 2016.

Proxy Statement

Compensation Committee Report

As more particularly described above under “Corporate Governance Principles and Board Matters,” the Compensation Committee of the Board is responsible for providing independent, objective oversight of JLL’s executive compensation programs, including those with respect to stock ownership. The Compensation Committee is currently comprised of six Non-Executive Directors, each of whom is independent as defined by the NYSE listing standards in effect at the time of mailing of this Proxy Statement and by applicable SEC rules. The Compensation Committee operates under a written charter, which the Board of Directors has approved.

The Compensation Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis presented in this Proxy Statement. Based on such review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

The Compensation Committee

 

Ming Lu (Chairman)
Hugo Bagué
Samuel A. Di Piazza, Jr.
Dame DeAnne Julius
Sheila A. Penrose
Shailesh Rao

Proxy Statement

Executive Compensation Tables

The following tables and footnotes set forth information regarding the cash and other forms of compensation we paid in respect of performance during each of 2016, 2015 and 2014, to our Named Executive Officers:

Each of the Named Executive Officers held the position indicated in the table for all of 2016 except as noted.

Except as specified, the footnote disclosures below generally relate only to compensation for 2016. We included footnotes to compensation for prior years in the respective Proxy Statements relating to those years. The footnotes explain how and where we converted amounts in the tables from other currencies into U.S. Dollars.

Summary Compensation Table

Name and Principal Position(1)		Year				Salary(2)				Bonus				Stock Awards(3)				Option Awards				Non-Equity Incentive Plan Compensation(4)				Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5)				All Other Compensation(2)(6)				Total
Christian Ulbrich Chief Executive Officer and President			2016			$	481,619				—			$	2,431,351							$	3,024,930				—			$	88,435			$	6,026,335
			2015			$	369,959				—			$	1,920,000				—			$	4,032,000				—			$	71,448			$	6,393,407
			2014			$	316,202				—			$	1,279,000				—			$	3,341,000				—			$	125,917			$	5,062,119
Colin Dyer Retired Chief Executive Officer and President			2016			$	750,000				—				—							$	8,933,000			$	1,552,940			$	51,327			$	11,287,267
			2015			$	750,000				—			$	3,496,000				—			$	6,763,000			$	1,607,562			$	47,172			$	12,663,734
			2014			$	750,000				—			$	2,528,000				—			$	5,111,000			$	1,103,375			$	87,568			$	9,579,943
Christie B. Kelly Chief Financial Officer			2016			$	400,000				—			$	1,176,984				—			$	1,910,000				—			$	21,658			$	3,508,642
			2015			$	400,000				—			$	1,920,000				—			$	3,715,000				—			$	13,099			$	6,048,099
			2014			$	400,000				—			$	999,999				—			$	3,171,000				—			$	7,892			$	4,578,891
Anthony Couse Chief Executive Officer Asia Pacific			2016			$	420,902				—			$	732,966				—			$	2,245,743				—			$	113,579			$	3,513,190
Jeff A. Jacobson Chief Executive Officer LaSalle Investment Management			2016			$	400,000				—				—				—			$	3,649,000				—			$	9,125			$	4,058,125
			2015			$	400,000				—			$	300,000				—			$	5,082,000				—			$	25,997			$	5,807,997
			2014			$	350,000				—			$	630,000				—			$	4,054,000				—			$	20,369			$	5,054,369
Gregory P. O’Brien Chief Executive Officer Americas			2016			$	400,000				—			$	1,176,984							$	2,410,000				—			$	29,223			$	4,016,207
			2015			$	400,000				—			$	1,920,000				—			$	3,872,000				—			$	21,322			$	6,213,322
			2014			$	350,000				—			$	864,000				—			$	3,256,000				—			$	16,150			$	4,486,150

Please Note:

We discuss these different types of awards in more detail below under “Grants of Plan-Based Awards For 2016.”

(a) For Mr. Dyer, the amount in this column includes $3,013,000 paid in connection with the award made under the GEB LTIP in accordance with the terms of his retirement agreement.

(b) For Mr. Jacobson, the amount in this column includes $1,001,000 earned under the LaSalle LTIP for 2016, one-quarter of which ($250,250) is being paid in cash in 2017 and the other three quarters of which will be paid in cash in 2018, 2019 and 2020, respectively, assuming that he has not then previously terminated his employment at the time of the payment. We also show this amount separately in the table below under “Grants of Plan-Based Awards For 2016.”

(c) For Mr. Jacobson, the amount in this column includes $615,000 paid in connection with the award made under the GEB LTIP in lieu of restricted stock units. This award is discussed in more detail below in footnote (1)(b) under “Grants of Plan-Based Awards for 2016.”

Proxy Statement

(a) For Mr. Couse, the amount in this column includes $862,000 paid in connection with annual incentive payments made under the performance-based awards provisions that we used to determine executive compensation under our existing Stock Award and Incentive Plan.

(b) For Mr. Couse, the amount in this column includes $1,383,743, received as a “bonus” for his role prior to being appointed as CEO, Asia Pacific (converted to U.S. dollars from Chinese yuan using the exchange rate as of December 31, 2016 which was 6.94470).

(c) For Mr. Dyer, the amount in this column includes $5,920,000 paid in connection with annual incentive payments made under the terms of his retirement agreement.

The Benefit did not become vested until September 2014, when the conditions necessary for Mr. Dyer to receive any Benefit under the PICA were met for the first time.

The value of the Benefit, which is now vested, fluctuated significantly from year to year depending on a number of factors, including years of service and the Final Average Annual Incentive. For additional information, see “CEO Performance Incentive Compensation Agreement” above in the CD&A.

(i) Matching contributions by JLL to the Savings and Retirement Plan of $10,600 for each of Mr. Dyer and Mr. O’Brien;

(ii) Premiums paid on life insurance policies and healthcare incentive bonuses under our health plan in the aggregate of $2,275 for Mr. Dyer, $1,155 for Ms. Kelly, $10,325 for Mr. Couse, $1,155 for Mr. Jacobson and $1,155 for Mr. O’Brien;

(iii) For Mr. Ulbrich, transportation allowances of $38,114, a pension contribution of $23,623 and allowances for insurance premiums of $3,715;

(iv) For Mr. Couse, tax-related assistance of $842 and expatriate-related income of $1,000;

(v) For Mr. Couse, living accommodation allowances of $48,480 and certain transportation and relocation allowances of $53,375.

(b) In each of June and December of 2016, at the same time that the Company paid a semi-annual cash dividend of $0.31 per share and $0.33 per share, respectively, of its outstanding Common Stock, the Company also paid a dividend equivalent of the same amount on each outstanding unvested restricted stock unit. The amounts shown in this column include the dividend equivalents that were paid on restricted stock units held by Mr. Ulbrich in the total amount of $22,983, Mr. Dyer in the total amount of $38,452, Ms. Kelly in the total amount of $20,628, Mr. Couse in total amount of $1,398, Mr. Jacobson in the total amount of $6,253 and Mr. O’Brien in the total amount of $17,468. We do not include dividends paid on shares that have previously vested and may still be held by the Named Executive Officers in personal brokerage accounts.

Proxy Statement

Grants of Plan-Based Awards For 2016

The following table sets forth information about awards, the totals of which are reflected in the Summary Compensation Table above, that we made to the Named Executive Officers under our existing Stock Award and Incentive Plan, including under the GEB LTIP and the LaSalle LTIP. We did not grant any stock options to the Named Executive Officers in 2016 and do not anticipate doing so during 2017.

Name		Grant Date				Equity Under Future Payouts Under Non-Equity Incentive Plan Awards(1)												Equity Under Future Payouts Under Equity Incentive Plan Awards												All Other Stock Awards: Number of Shares of Stock or Units(2)				All Other Option Awards: Number of Securities Underlying Options				Exercise or Base Price of Option Awards				Grant Date Fair Value of Stock and Option Awards
						Threshold				Target				Maximum				Threshold				Target				Maximum
Christian Ulbrich			2/22/17				—				—				—				—				—				—				12,357				—				—			$	1,428,963
			8/23/16				—				—				—				—				—				—				8,696				—				—			$	1,002,388
Totals:																																										$	2,431,351
Colin Dyer			—				—				—				—				—				—				—				—				—				—				—
Totals:																																										$	0
Christie B. Kelly			2/22/17				—				—				—				—				—				—				10,178				—				—			$	1,176,984
Totals:																																										$	1,176,984
Anthony Couse			6/15/16				—				—				—				—				—				—				3,030				—				—			$	315,968
			2/22/17				—				—				—				—				—				—				3,606				—				—			$	416,998
Totals:																																										$	732,966
Jeff A. Jacobson			2/22/17	(a)		$	1,001,000			$	1,001,000			$	1,001,000				—				—				—				—				—				—				—
			2/22/17	(b)		$	615,000			$	615,000			$	615,000				—				—				—				—				—				—				—
Totals:										$	1,616,000																															$	0
Gregory P. O’Brien			2/22/17				—				—				—				—				—				—				10,178				—				—			$	1,176,984
Totals:																																										$	1,176,984

(a) The 2017 amount in row (a) for this column reflects the cash award we made under the LaSalle LTIP in 2017 to Mr. Jacobson and that is subject to future vesting. The award relates to 2016 performance. Of the amount shown in the table, one quarter has been paid in cash in 2017 and one quarter will be paid in cash in each of 2018, 2019 and 2020 assuming that Mr. Jacobson has not then previously terminated his employment at the time of the payment. The amount shown for each of “Threshold,” “Target,” and “Maximum” is the same because it has already been determined and does not charge based on future performance.

(b) The 2017 amounts in row (b) for this column reflect the awards we made under the GEB LTIP. In lieu of restricted stock units, these amounts will be notionally invested in a weighted average global return for LaSalle’s assets under management.

Name		Grant Date				Number of Restricted Stock Units(1)				Closing Price Per Share of Common Stock on Grant Date				Value of Restricted Stock Units Based on Grant Date Closing Price
Christian Ulbrich			2/22/17				12,357			$	115.64			$	1,428,964
Christie B. Kelly			2/22/17				10,178			$	115.64			$	1,176,984
Anthony Couse			2/22/17				3,606			$	115.64			$	416,998
Gregory P. O’Brien			2/22/17				10,178			$	115.64			$	1,176,984

(i) For Mr. Ulbrich, the grant of 8,696 restricted share units (rounded up to the nearest whole share) on August 23, 2016, with a related price per share of $115.27, was received in connection with his promotion to President.

(ii) For Mr. Couse, the grant of 3,030 restricted share units (rounded up to the nearest whole share) on June 15, 2016, with a related price per share of $104.28, was received in connection with his promotion to CEO, Asia Pacific.

Proxy Statement

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information concerning the number and value of unvested restricted stock units outstanding as of December 31, 2016, when the price per share of our Common Stock at the close of trading on the NYSE was $101.04. The stock awards reported in this table were all made under our existing Stock Award and Incentive Plan and represent (a) grants of mandatory and additional restricted stock units paid as part of our annual incentives and (b) restricted stock units paid under the GEB LTIP. None of our Named Executive Officers has any outstanding stock options.

		Option Awards												Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)				Option Expiration Date				Number of Restricted Stock Units That Have Not Vested (#)(1)				Market Value of Restricted Stock Units That Have Not Vested ($)
Christian Ulbrich			0				0				0				n/a				39,695			$	4,010,783
Colin Dyer			0				0				0				n/a				57,193			$	5,778,781
Christie B. Kelly			0				0				0				n/a				28,564			$	2,886,107
Anthony Couse			0				0				0				n/a				3,697			$	373,545
Jeff A. Jacobson			0				0				0				n/a				8,723			$	881,372
Gregory P. O’Brien			0				0				0				n/a				25,953			$	2,622,291