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 [ ]
Check the appropriate box:
[ ] 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
------------------------------------------------
(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):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------
In its Proxy Statement furnished in connection with the 2008 Annual
Meeting of Shareholders, Jones Lang LaSalle Incorporated (the
"Company") to be held on Thursday, May 29, 2008, 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 letter to shareholders as additional
soliciting material in support of its request.
-------------------------------------------------------------------------
JONES LANG LASALLE
Additional Materials - PAGE 1 of 2
May 6, 2008
To Jones Lang LaSalle Shareholders:
Jones Lang LaSalle Incorporated has recently filed the Proxy
Statement for its 2008 Annual Meeting of Shareholders, to be held on
May 29th. This year, the Company is requesting that its shareholders
approve the issuance of up to an additional 3,000,000 shares under the
Company's Stock Award and Incentive Plan.
We strongly believe this request is in the best interests of our
shareholders and therefore ask that you vote FOR the proposal. We are
sending you this letter in order to focus your attention on an unusual
feature of our equity compensation program that we believe will make it
compelling from your perspective as a shareholder.
We are also submitting with this letter for your consideration the
presentation that we have filed with the Securities and Exchange Commission
as additional solicitation material.
As we have historically done, our presentation indicates that we will
use about two-thirds of the new shares we are requesting as part of what we
call our Stock Ownership Program. We require approximately 1,500 of our
most senior employees globally (out of a total of 16,500 professional
staff) to participate in this Program. Each year, after we have determined
incentive bonus amounts based on the achievement of corporate and
individual performance goals, we require that 10% to 20% (depending on
seniority level) of each participating employee's bonus be automatically
paid in restricted stock units rather than in cash. Half of the restricted
stock vests 18 months later and the remaining half vests 30 months later.
We intend this approach to make our Stock Ownership Program similar
to an employee stock purchase plan since our employees are effectively
using their own funds to acquire restricted shares that they will not then
receive until a significant vesting period has elapsed. This provides a
significant retention device for the company and a significant alignment
with shareholder interests since our people view that they have acquired
the restricted shares with their own money. These are of course among the
most important reasons why institutional shareholder advisors have
consistently made positive recommendations on authorization requests for
traditional employee stock purchase plans.
It is important to note that we have historically used only about
one-third of the shares in our Stock Award and Incentive Plan for outright
restricted stock grants. We plan to continue to do so in the future. Also,
we no longer issue stock options.
JONES LANG LASALLE
Additional Materials - PAGE 2 of 2
We believe that the employee stock purchase element distinguishes the
way we use equity incentives and therefore justifies bifurcating the usual
burn rate analysis that the institutional shareholders advisors typically
use. As our solicitation materials indicate, although our total 2007 burn
rate was 1.9%, the burn rate for our Stock Ownership Program shares was
1.2% while the burn-rate for our outright restricted stock grants was a
modest 0.7%. Thus it makes a significant difference to the analysis if all
of the proposed shares are considered together rather than considering our
Stock Ownership Program shares separately. We think that considering them
separately most accurately reflects how we use equity as part of our
employee compensation system. Our presentation demonstrates that our use
of outright restricted stock grants compares favorably to peer group
companies.
If we cannot secure shareholder approval for the requested shares, we
will be forced either to eliminate our Stock Ownership Program or to
significantly reduce the number of employees who participate in the
Program. This will mean that we will have abandoned an approach that has
been a significant business differentiator for us and that has become a
critical and well-embedded element of our compensation program. It would
also mean that we will need to use significantly greater levels of cash for
employee compensation and that fewer of our shares will be owned by our
employees. None of these outcomes will benefit our shareholders.
We hope this information is useful to you. The statements in this
letter are subject to the more complete information provided in the
presentation, which we encourage you to review.
Thank you for your continued interest in Jones Lang LaSalle.