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. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-12
JONES LANG LASALLE INCORPORATED
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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In its Proxy Statement furnished in connection with the 2008 Annual
Meeting of Shareholders to be held on Thursday, May 29, 2008, Jones
Lang LaSalle Incorporated (the "Company") has asked its shareholders
to approve a proposed amendment to the Jones Lang LaSalle Stock Award
and Incentive Plan to increase the number of shares of Common Stock
reserved for issuance under that Plan by 3,000,000.
In connection with its solicitation of votes, the Company may be
providing the attached presentation to shareholders as additional
soliciting material in support of its request.
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JONES LANG LASALLE
Page 1
Additional Materials
Presentation:
REQUEST TO SHAREHOLDERS FOR
ADDITIONAL SHARES UNDER
THE STOCK AWARD AND INCENTIVE PLAN
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2008 ANNUAL MEETING OF SHAREHOLDERS
JONES LANG LASALLE
Page 2
FORWARD LOOKING STATEMENTS
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Jones Lang LaSalle Incorporated has filed its Proxy Statement for the 2008
Annual Meeting of Shareholders with the U.S. Securities and Exchange
Commission (SEC). This presentation has also been filed with the SEC as
supplemental proxy solicitation material and has been filed on Form 8-K
pursuant to SEC Regulation FD. Statements in this presentation regarding,
among other things, future financial results and performance, achievements,
plans, targets, projections and objectives may be considered forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance, achievements, plans and objectives of Jones Lang LaSalle to be
materially different from those expressed or implied by such forward-
looking statements and Jones Lang LaSalle makes no representations or
guarantees thereof. Factors that could cause actual results to differ
materially include those discussed under "Business," "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Quantitative and Qualitative Disclosures About Market Risk," and elsewhere
in Jones Lang LaSalle's Annual Report on Form 10-K for the year ended
December 31, 2007 and in other reports filed with the SEC. Statements
speak only as of the date of this presentation. Jones Lang LaSalle
expressly disclaims any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect any change in Jones
Lang LaSalle's expectation or results, or any change in events. In
addition, nothing herein may be construed or is intended as an offering of
any security.
JONES LANG LASALLE
Page 3
OUR REQUEST TO SHAREHOLDERS:
REFRESH SHARE AUTHORIZATION FOR EMPLOYEE INCENTIVES
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.. The Board of Directors recommends approval of a request to authorize
an additional 3,000,000 shares for the Company's Stock Award and
Incentive Plan (the Stock Plan).
.. Equity is a valued resource we use to retain top talent and drive
strategic business objectives.
- Use of equity-based incentives has contributed to our
financial success.
- Our growth plan will continue to increase the number of
employees we include in our stock incentive programs.
.. Two-thirds of the shares we are requesting will be used in a way
that makes our program consistent with an employee stock purchase
program. We will use only a minority of the shares for outright
grants of stock.
- This is an important market differentiator for us
.. If the current request is not approved, the Company will be at a
disadvantage compared to other companies in providing a competitive
total compensation package necessary to attract, retain and motivate
the talented employees who are critical to its future success.
- We are a service business and our people are our biggest
asset.
JONES LANG LASALLE
Page 4
PREVIOUS REQUESTS HAVE BEEN WELL RECEIVED AND APPROVED;
MANAGEMENT HAS BEEN DISCIPLINED IN ITS USE OF SHARE AUTHORIZATIONS
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.. May 2001, approved 4.45 million additional shares for the Stock Plan
- Firm replaced option grants with restricted stock units
(RSUs) in 2003.
.. May 2005, approved 3.0 million additional shares for the Stock Plan
- Share reserve planned to be sufficient through
December 31, 2008 for employee compensation programs,
strategic hires and Board of Director compensation
programs.
.. Current shareholder request is similar in size and planned use
- Given that the majority of stock utilization occurs in
Q1, the 1.1 million projected share reserve at end of
2008 may not be sufficient to fund employee incentive
arrangements through the time of our Annual Meeting
in 2009.
JONES LANG LASALLE
Page 5
JLL'S STOCK OWNERSHIP PLAN (SOP) CONSUMES MOST OF THE SHARES:
A MARKET DIFFERENTIATOR & KEY ELEMENT OF OUR COMPENSATION
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.. The SOP establishes stock ownership guidelines for circa 1,500
senior-level employees globally
- Promotes alignment with stock and long-term financial
performance
- Provides a significant retention incentive for a broad
group of employees
EMPLOYEE LEVEL OWNERSHIP GUIDELINE
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International 4 x times salary
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Regional 3 x times salary
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National 2 x times salary
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.. Under SOP, 10-20% of employees' annual incentive is automatically
paid as RSUs.
- Annual cash payments are reduced to "purchase" restricted
stock units that have a service-based vesting requirement.
- 50% of RSUs vest after 18 months and remainder after
30 months.
- Company contributes an additional 20% of value for amount
of annual incentive paid as RSU.
- Historically accounts for the majority of all Stock Plan
awards (2005-2007 three-year average is 64%).
.. Company growth has led to significant increase in SOP-eligible
employees since 2005 share authorization:
- 2007: 1,500
- 2006: 1,200
- 2005: 1,000
.. Jones Lang LaSalle considers RSUs used in SOP to be more consistent
with employee stock purchase programs since employees are required to
forego current cash compensation for future stock ownership.
JONES LANG LASALLE
Page 6
EMPLOYEE STOCK OWNERSHIP THROUGH THE STOCK PLAN:
SHAREHOLDER BENEFITS
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.. Use of stock provides balanced employee reward portfolio to manage
annual and long-term performance results.
- RSUs and SOP help focus employees and directors on
long-term stock and financial performance.
.. SOP Units put significant "skin in the game" for 1,500 key
employees
- Significant retention tool that has resulted in very
low voluntary turnover.
.. Our growth strategies have delivered outstanding financial
performance.
- Use of stock in our various compensation programs has
been key to achieving this success.
- Stock awards have been utilized in recent acquisitions
to facilitate retention of key talent.
- Compensation Committee has adopted changes to employee
compensation programs to manage impact of growth on
Stock Plan reserves.
.. The Company has made a practice to buy back stock to offset dilution.
- 3.5 million shares repurchased since 2005.
JONES LANG LASALLE
Page 7
OUR GROWTH STRATEGIES HAVE DELIVERED PERFORMANCE
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[ Graphic / Line Chart indicating ]
($ Millions)
Net
Revenue Income EPS
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2005 $1,390.6 $103.3 $3.12
2006 (1) $2,013.6 $175.3 $5.24
2007 $2,652.1 $256.5 $7.64
(1) Includes incentive fee from single client of $112.5 million
or $1.01 per share
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G1 Local and Regional
Service Operations
Execution
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G2 Global Corporate
Solutions
Counter Cyclical
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G3 Global Capital
Markets
Global Diversity
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G4 LaSalle Investment
Management
Annuity
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G5 World Standard
Business Operations
Operating Leverage
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JONES LANG LASALLE
Page 8
RECENT SHARE USAGE
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.. In 2007, JLL granted 1.9% of common stock outstanding in RSUs,
including SOP, to key employees and outside directors ("burn rate"
trending down)
- 1.2% represented SOP shares acquired with a portion of
annual incentives of key employees, including the
associated 20% uplift.
- 0.7% represented grants of RSUs comparable to
long-term incentives granted at other companies.
- 2005-2007 three year average is significantly lower
than 2002-2004 three year average.
[ Graphic / Line Chart indicating ]
GRANTS AS A % OF COMMON STOCK OUTSTANDING
BONUS
RELATED OTHER
SOP AWARDS TOTAL
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2007 1.2% 0.7% 1.9%
2006 1.6% 0.9% 2.5%
2005 1.8% 1.0% 2.8%
2005-07
3-Year Average 1.5% 0.9% 2.4%
2002-04 2.1% 2.1% 4.2%
3-Year Average
JONES LANG LASALLE
Page 9
COMPETITIVE COMPARISONS:
EQUITY USAGE IN MULTIPLE INDUSTRIES - MEDIAN BURN RATE
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The chart below compares equity usage with key competitors and other
similarly-sized companies in multiple industries with which we can be
compared. 2007 data is used for Jones Lang LaSalle and 2006 data is
reported for comparator companies with revenues between 1/3 and 3 times
Jones Lang LaSalle. (2007 not yet available)
[ Graphic / Bar Chart indicating ]
Asset Mgmt & Custody Banks 1.4%
Investment Banking & Brokerage 1.8%
Real Estate Mgmt & Dev 1.1%
IT Consulting & Other Svcs 1.5%
Data Processing & Outsourced Svcs 1.4%
JLL: Total Burn Rate 1.9%
JLL's 0.7% Burn Rage for non-SOP stock grants compares very favorably to
median Burn Rate of other employers
JLL: RSU Awards 0.7%
Difference of 1.2% reflects mandatory stock awards paid from annual
employee bonuses (SOP)
NOTES:
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- Burn Rate for comparator companies reflect equity grants
made during FY 2006 divided by diluted common stock
outstanding.
- Jones Lang LaSalle numbers reflect FY 2007 data.
JONES LANG LASALLE
Page 10
COMPETITIVE COMPARISONS:
EQUITY USAGE IN MULTIPLE INDUSTRIES - MEDIAN OVERHANG
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The chart below summarizes the potential dilution to which shareholders are
exposed due to the potential from stock-based compensation awarded to
employees or directors. JLL's 2007 overhang is compared to the same group
of key competitors and other similarly-sized companies as were used in the
Burn Rate analysis.
[ Graphic / Bar Chart indicating ]
Asset Mgmt & Custody Banks 14.5%
Investment Banking & Brokerage 16.1%
Real Estate Mgmt & Dev 10.2%
IT Consulting & Other Svcs 18.1%
Data Processing & Outsourced Svcs 12.5%
JLL's 12.3% overhang compares favorably to other financial services
organization
NOTES:
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- Overhang = sum of stock options & RSUs granted and
outstanding + shares available for future grants
divided by diluted common stock outstanding
- Jones Lang LaSalle overhang as of FY2007; other companies
as of FY2006
JONES LANG LASALLE
Page 11
GLOBAL AND DIVERSIFIED GROWTH:
APPROVAL OF THE SHARE AUTHORIZATION WILL SUPPORT OUR VISION
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The chosen real estate expert and strategic adviser to the
leading occupiers and investors around the world
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JONES LANG LASALLE'S LEADING MARKET POSITION:
CONSOLIDATING INDUSTRY
. Strong balance sheet
. Desired global platform
. Disciplined acquirer
DIVERSITY IN UNCERTAIN ENVIRONMENT
. Global platform breadth
. Multiple growing service lines
. Increasing market share
. Investment management business
BRAND OF CHOICE
ENERGY STAR AWARD 2007 BEST EMPLOYERS 2008
PARTNER OF THE YEAR IN ASIA 2007 FORBES
HONG KONG THE PLATINUM LIST
100 BEST CORPORATE THE SUNDAY TIMES 2008
CITIZENS 2007 100 BEST COMPANIES ETHICS INSIDE CERTIFIED
PUBLISHED BY THE CRO, TO WORK FOR 2007 ETHISPHERE
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