UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report: January 10, 2005
JONES LANG LASALLE INCORPORATED
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(Exact name of registrant as specified in its charter)
Maryland 001-13145 36-4150422
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(State or other juris- (Commission File (IRS Employer
diction of incorporation) Number) Identification
No.)
200 East Randolph Drive, Chicago, IL 60601
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (312) 782-5800
Not Applicable
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(Former name or former address, if changed since last report.)
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ITEM 1.01. AGREEMENT REGARDING COMPENSATION OF THE CHAIRMAN
OF THE BOARD OF DIRECTORS.
The Board of Directors (the "Board") of Jones Lang LaSalle
Incorporated (the "Company") previously announced that it had elected
Sheila A. Penrose, an independent member of the Board, to serve as the non-
executive Chairman of the Board for an initial term of two years, effective
as of January 1, 2005. By letter agreement, the full text of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein, the Company has agreed to compensate Ms.
Penrose for the additional responsibilities to be undertaken as Chairman of
the Board and set forth in the letter agreement, at the initial rate of
US$100,000 per year. Ms. Penrose will also receive a grant of 1,000 shares
of restricted stock under the Company's Stock Award and Incentive Plan (the
"Plan"), all of which shares will be subject to a two-year vesting schedule
and to the terms and conditions of the Plan.
ITEM 5.03. AMENDMENT AND RESTATEMENT OF THE BY-LAWS OF JONES LANG
LASALLE INCORPORATED
In connection with the establishment of an independent, non-executive
position for the Chairman of the Board of Directors of the Company, the
Board has approved an amendment and restatement of the By-Laws of the
Company, effective January 1, 2005, principally designed to reflect this
structural change to the Company's governance. Accordingly, various new
and conforming changes have been made to Articles II, III and IV of the By-
Laws to delineate the separate duties of the Chairman of the Board, on the
one hand, and the Chief Executive Officer, on the other.
In connection with the above amendment and restatement, the Board
also approved certain changes to the By-Laws designed to update the By-Laws
relative to (1) changes in the General Corporation Law of Maryland, in
which state the Company is incorporated, and (2) clarifications in the
Company's internal governance procedures. These changes are principally
reflected in Article II, Section 9 (Conduct of Voting), Article IV, Section
15 (Contracts and Documents), and Article VII, Sections 4 through 8
(Corporate Seal, Books and Records, Mail, Electronic Transmissions and
Reliance).
The full text of the Amended and Restated By-Laws of the Company is
attached as Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibits are included with this Report:
99.1 Letter Agreement Regarding Compensation of the
Chairman of the Board of Directors dated as of
January 1, 2005
99.2 Amended and Restated By-Laws of Jones Lang LaSalle
Incorporated, effective as of January 1, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: January 10, 2005 JONES LANG LASALLE INCORPORATED
By: /s/ Lauralee E. Martin
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Name: Lauralee E. Martin
Title: Executive Vice President and
Chief Financial Officer
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