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2025 Proxy Statement |
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2025 Proxy Statement |
Notice of 2025 Annual Meeting of Shareholders
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When |
Virtual Meeting |
Record Date |
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Wednesday, May 21, 2025 |
Via live audio webcast at |
Shareholders as of |
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8:00 a.m., Central Time |
www.virtualshareholder |
March 31, 2025 are |
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meeting.com/JLL2025 |
entitled to vote |
Virtual meeting format
The 2025 Annual Meeting will be conducted online through a live audio webcast. We believe a virtual meeting format facilitates stockholder attendance and enables stockholders to participate fully and equally from any location around the world, at no cost. The accompanying Proxy Statement contains information about attending the 2025 Annual Meeting online. You will not be able to attend the 2025 Annual Meeting physically in person.
Items of business
At the 2025 Annual Meeting of Shareholders of Jones Lang LaSalle Incorporated (JLL or the Company), shareholders will be asked to vote on the following proposals:
- Election of the thirteen Director nominees identified in the 2025 Proxy Statement;
- Approval, on an advisory basis, of our executive compensation (known as "say-on-pay");
- Approval of the Fourth Amended and Restated 2019 Stock Award and Incentive Plan; and
- Ratification of the appointment of KPMG LLP as JLL's independent registered public accounting firm for the year ending December 31, 2025.
In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement thereof, by or at the direction of the Board of Directors.
Other important information
You can vote if you were a shareholder of record at the close of business on Monday, March 31, 2025, or if you hold a proxy from such a shareholder. If you are eligible to vote at the virtual 2025 Annual Meeting you will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting via live audio webcast. Shareholders of record may also view the list of registered holders entitled to vote at our 2025 Annual Meeting on the virtual meeting website.
It is important that your shares be represented and voted at the 2025 Annual Meeting. You can vote your shares on the Internet, by telephone or by completing and returning your proxy or voting instruction card. Submitting your proxy by one of these methods will ensure your representation at the 2025 Annual Meeting regardless of whether you attend online.
More information about attending the 2025 Annual Meeting online and voting before and at the meeting is provided on the next page.
We will provide the Notice of Internet Availability of Proxy Materials, electronic delivery of the proxy materials or mailing of the 2025 Proxy Statement, the 2024 Annual Report on Form 10-K and a proxy card to shareholders beginning on or about April 11, 2025.
By Order of the Board of Directors
Chief Legal Officer and Corporate Secretary
April 11, 2025
Your Vote Matters: How to Vote
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By phone |
Online before the meeting |
By mail |
Online during the meeting |
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You can vote your shares by calling |
Go to www.proxyvote.com |
Complete, sign and date the proxy card, |
Attend our annual meeting virtually by logging into |
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1-800-690-6903 |
and follow the instructions. |
and return it in the enclosed postage |
the virtual annual meeting website and vote by |
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(toll-free in the U.S. and Canada). |
pre-paid envelope. |
following the instructions provided on the website. |
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2025 Proxy Statement |
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Attending the 2025 Annual Meeting Webcast
You are entitled to attend the virtual 2025 Annual Meeting online only if you were a shareholder of record at the close of business on Monday, March 31, 2025-the Record Date-or you hold a valid proxy for the 2025 Annual Meeting.
We encourage you to log into the website and access the 2025 Annual Meeting webcast early. Online access to the 2025 Annual Meeting webcast at www.virtualshareholdermeeting.com/JLL2025 will open at approximately 7:45 a.m., Central Time, on May 21, 2025.
Shareholders of Record (shares are registered in your name)
If you were a shareholder of record of JLL common stock at the close of business on the Record Date, you are eligible to attend the meeting, vote, change a prior vote, and submit questions. To access the meeting, visit www.virtualshareholdermeeting.com/JLL2025 and follow the prompts, which will ask you to enter your 16-digit control number. The control number is shown in a box on your proxy card or, if applicable, shown in the Notice of Internet Availability of Proxy Materials.
Beneficial Shareholders (shares are held in the name of a bank, broker, or other institution)
If you were a beneficial shareholder of JLL common stock as of the Record Date (i.e., you hold your shares through a broker or other intermediary), you may submit your voting instructions through your broker or other intermediary. To access the meeting, visit www.virtualshareholdermeeting.com/JLL2025 and use your 16-digit control number. You may vote your shares at the meeting or change a prior vote and submit questions. If you are a beneficial shareholder but do not have a control number, you may gain access to the meeting by contacting your broker or by following the instructions included with your proxy materials.
Asking questions
If you are a shareholder of record or a beneficial shareholder, you may submit questions in writing during the meeting through the meeting portal at www.virtualshareholdermeeting.com/JLL2025 using your 16-digit control number. We will attempt to answer as many questions as we can during the meeting. Similar questions on the same topic will be answered as a group. Questions related to individual shareholders will be answered separately by our shareholder relations team. Our replies to questions of general interest, including those we are unable to address during the meeting, will be published on our Investor Relations website after the meeting.
Control number
Your 16-digit control number appears in a box on your proxy card, in our Notice of Internet Availability of Proxy Materials, or in the instructions that accompanied your proxy materials. If you do not have a 16-digit control number, you may gain access to the meeting by contacting your broker or by following the instructions included with your proxy materials.
Technical support
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the phone number displayed on the virtual meeting website on the meeting date.
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2025 Proxy Statement |
Contents
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Proxy Statement Summary |
11 |
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Corporate Governance |
15 |
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Proposal 1 - Election of Directors |
16 |
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How we select Directors |
16 |
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Summary of Board nominee experience and skills |
17 |
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Our 2025 Director nominees |
18 |
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Shareholder recommendations |
25 |
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Proxy access |
25 |
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Majority voting |
25 |
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Corporate governance principles and Board matters |
25 |
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Key governance documents and policies |
25 |
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Corporate governance and leadership framework |
26 |
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Enhanced Board oversight over public policy matters |
27 |
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Director independence |
27 |
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Board leadership structure and role of the non-executive chairman in the leadership of the Board |
27 |
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Board meetings and attendance |
28 |
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Board Committees |
28 |
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Director orientation and continuing education |
30 |
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Annual Board self-assessments |
30 |
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The Board's role in enterprise risk oversight |
31 |
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The Board's role in compliance oversight |
31 |
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The Board's role in human capital oversight |
32 |
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The Board's role in information and data security oversight |
32 |
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Shareholder engagement |
33 |
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Corporate sustainability |
33 |
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Communicating with our Board |
34 |
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Review and approval of transactions with interested persons |
35 |
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Insider trading policy, including prohibition on pledging or hedging |
35 |
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Non-employee Director compensation |
35 |
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Our executive officers |
39 |
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Executive Compensation |
41 |
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Proposal 2 - Advisory approval of executive compensation |
42 |
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Compensation discussion and analysis |
43 |
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Executive summary |
44 |
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How we make compensation decisions |
46 |
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Competitive assessment |
47 |
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2024 Base salary decisions |
49 |
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2024 Annual Incentive Plan |
49 |
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2024 GEB Long-Term Incentive Plan |
52 |
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Severance arrangements for NEOs |
55 |
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Additional information |
56 |
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2025 Proxy Statement |
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Contents
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Compensation Committee report |
56 |
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Executive compensation tables |
57 |
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Chief Executive Officer pay ratio disclosure |
69 |
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Proposal 3 - Approval of the Fourth Amended and Restated 2019 Stock Award and Incentive Plan |
72 |
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Security Ownership |
81 |
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Audit Matters |
85 |
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Proposal 4 - Ratification of appointment of independent registered public accounting firm |
86 |
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Information about our independent registered public accounting firm |
86 |
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Audit and Risk Committee report |
87 |
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Additional Information |
89 |
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Questions and answers about our 2025 Annual Meeting and voting |
90 |
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Annexes |
95 |
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Annex A Reconciliation of GAAP and Non-GAAP Financial Measures |
96 |
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Annex B Pay ratio excluded employees |
100 |
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Annex C Fourth Amended and Restated 2019 Stock Award and Incentive Plan |
101 |
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2025 Proxy Statement |
About JLL
Our organizational purpose
We shape the future of real estate for a better world
Who we are
We are a leading professional services firm that specializes in real estate and investment management. We shape the future of real estate for a better world by using the most advanced technology to create rewarding opportunities, amazing spaces and sustainable real estate solutions for our clients, our people and our communities.
Clients
We deliver advisory-led services to maximize client outcomes, leveraging data, expertise and collaboration to convert insights into solutions. Our "One JLL" philosophy formalizes how our teams engage with each other and enables us to seamlessly serve clients across business lines
and geographies.
Brand
We are recognized across our industry for
our global presence, market-specific knowledge, actionable intelligence and sector specialization. Our company continues to emphasize its capability to provide tailored solutions for complex client challenges by aligning real estate strategies with clients' business growth objectives. Our industry-leading research capabilities, data intelligence and world-renowned expertise equip JLL's people to SEE A BRIGHTER WAY forward for our clients.
Technology
Technology is core to our growth strategy and essential to our purpose to shape the future of real estate for a better world. Through technology, JLL helps organizations transform the way they acquire, manage, operate and experience space. With a comprehensive portfolio of purpose-built solutions, unparalleled industry expertise and leading-edge, venture-backed companies, JLL enables organizations to achieve exceptional building performance, accelerate the path to net zero and optimize spaces for the future of work.
People & Values
People are at the heart of our business. We are dedicated to helping our people SEE A BRIGHTER WAY by enabling them to explore new opportunities, build expertise, create long-term careers, and draw inspiration through working with talented colleagues and clients. Our people are committed to the core values of teamwork, ethics and excellence. Those values are the foundation of our organization.
Sustainability
Our sustainability program is rooted in our purpose to shape the future of real estate for a better world, aligns with the interests and ambitions of our clients and stakeholders and exemplifies our commitment to a more sustainable future. The real estate sector has a collective responsibility to set and achieve transformational sustainability targets, and JLL is a leader in addressing this challenge - from setting aggressive sustainability targets for our own operations, through providing industry- leading sustainability services, products and advice for our corporate and investor clients, to partnering with civil society and industry bodies.
Growth
Our Beyond priorities for Clients, Brand,
Technology, People & Values and
Sustainability provide a basis for enhancing productivity, optimizing sustainable and profitable long-term growth, and creating value for all our stakeholders. We embrace our opportunity to play a leading role in understanding and guiding the future of work, workplaces and cities, while enabling clients and communities to deliver on their sustainability targets and ambitions. JLL recognizes the vital role innovations in data capabilities and technology will play in the real estate sector. We continue to strategically invest in our platform, products and people to lead this wave of change.
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2025 Proxy Statement |
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About JLL
What we do
We are driven to shape the future of real estate for a better world. We do this by addressing the needs of real estate owners, occupiers and investors, leveraging our deep real estate expertise and experience to provide clients with a full range of services on a local, regional and global scale. In September 2024, we announced an organizational change that brings together all building operation groups to address client needs and the changing dynamics of the real estate industry. As a result of these changes, effective January 1, 2025, we report our Property Management business (previously included in Markets Advisory) within our Real Estate Management Services (previously Work Dynamics) segment. Also effective January 1, 2025, Markets Advisory was renamed Leasing Advisory, Capital Markets was renamed Capital Markets Services, LaSalle was renamed Investment Management and JLL Technologies was renamed Software and Technology Solutions.
Real Estate Management Services
Shaping a better world of work
Our world-class team of workplace, facilities and portfolio experts create custom strategies to improve efficiency, optimize performance and shape the future of work through human- centric design.
Investment Management
Leading the world of real estate investment management forward
Our trusted advisors partner with leading institutional and individual investors to meet client objectives and deliver superior risk-adjusted returns over market cycles.
Leasing Advisory
Enabling stronger decision-making with proprietary intelligence
We solve clients' complex challenges by combining global market expertise with world-class research to identify superior opportunities and inform smarter decision-making.
Software and Technology Solutions
Pioneering intelligent real estate Helping organizations transform the way they acquire, manage, operate and experience space for the better through the strategic application of emerging technologies and data capture.
Capital Markets Services
Creating a world of opportunity As a full-serviceglobal provider of capital solutions, we combine the unique knowledge of our people with cutting-edgetechnology to unveil insights.
2024 Business highlights
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Revenue |
Adjusted EBITDA* |
Net income attributable to |
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common shareholders |
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$23.4 billion |
$1.2 billion |
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$546.8 million |
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h 13% from 2023 |
h 28% from 2023 |
h 149% from 2023 |
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People |
Capital returned |
Investment-grade |
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credit ratings |
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112,000 |
to shareholders |
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BBB+ |
Baa1 |
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colleagues in over 80 countries as of |
$80.4 million |
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December 31, 2024 |
via share repurchases |
Standard & Poor's |
Moody's Investors |
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Ratings Services |
Services |
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- Adjusted EBITDA is a non-GAAP financial measure, which is described in more detail in Annex A to this Proxy Statement. See Annex A to this Proxy Statement for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.
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2025 Proxy Statement |
About JLL
2024 Revenue Breakdown
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Software and Technology Solutions |
Australia |
India |
Canada |
France |
Singapore |
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3.5% |
2.6% |
1.9% |
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Investment Management |
1% |
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4.6% |
1.9% |
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2% |
Greater China |
Japan |
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Capital Markets Services |
5.0% |
1.5% |
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9% |
United |
Other |
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Leasing Advisory |
Kingdom |
10.8% |
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11% |
7.6% |
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Real Estate Mgmt Services |
United States |
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77% |
60.6% |
Human capital
The cornerstone of JLL's human capital strategy is helping our people to thrive in work and life through training and career advancement programs, competitive benefits, incentive offerings and well-being and health and safety programs.
Employee Engagement
Training and Development
Well-being, Health and Safety
- Our vibrant workplace culture is reflected in our annual People Survey results, where 86,000 (76%) employees across all levels and backgrounds shared their perspectives, resulting in an engagement score of 72- surpassing the high-performance organizations benchmark by 4 points.
- We create a work environment that supports the growth and interests of our employees. Our programs provide a framework that recognizes and understands our colleagues' distinct aspirations and needs throughout our company. This approach enables us to develop strategies that resonate with different groups, ensuring all employees can access resources that support their success.
- Our Business Resource Groups are open to all employees, and continue to foster an environment where connections flourish, providing inclusive platforms for career learning and relationship-building across our global community. These groups strengthen our culture of belonging while creating pathways to enhance business acumen and professional development.
- As our business has evolved, so too have our broader learning and development platform and products. We continue to upskill our workforce on future-focused skills, ensuring our employees worldwide receive the development they need, whether for technical or professional development, leveraging our JLL Virtual Learning library. Nearly 90,000 employees annually have been able to learn, in seven different languages, through our virtual, on- demand offerings about topics such as, but not limited to, sustainability, technology and the future of work. Our learning platforms have resulted in nearly 2 million learning assets consumed to accelerate the development of our employees.
- Using extensive internal and external research, we have redefined the core leadership behaviors that drive our near and long-term success. These behaviors are the foundation for leadership development, leadership performance and talent assessments, succession planning and other talent processes. Our award-winning development platform, Leading the Way, has been updated to reflect the refreshed leadership behaviors, and our employees can self-assess against them to participate in programs.
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We are a leader in the industry in technological innovation by integrating AI tools into our goal-setting platform. This advancement empowers employees to set personalized goals that align with
their individual career paths and skill development, creating an environment where everyone has access to growth opportunities.
- Our well-being framework, consisting of physical, mental, financial and inclusion pillars, fosters a culture of holistic care that empowers our approximately 112,000 employees to thrive both personally and professionally. Through our global well- being site, employees can access live and virtual resources on topics such as mental health, financial education and caregiver support. Our well-being hub offers over 120 sessions globally, addressing all aspects of employee wellness. In 2024, the hub was viewed over 56,000 times, with employees completing several hundred hours of courses throughout the year.
- Health and safety is at the forefront of JLL's operations. With over 1,000 health and safety professionals, we are committed to creating an environment that unequivocally protects our employees, clients and supply partners. Our global program is certified to the internationally recognized health and safety management standard ISO 45001.
- Through our safety vision and our awareness and education programs, like Global Safety Week, the strength of our program is realized in the low accident rates for the year 2024, compared with the U.S. Occupational Safety and Health Administration ("OSHA") industry average accident rates for our industry (NAICS Code 531: Real Estate).
- JLL has developed a new standard for its offices, creating workplaces that are productive, healthy, sustainable and inclusive. These new standards use industry-leading practices and research- based improvements to raise the standard of our office spaces, directly affecting our employees and accelerating the transition to net zero carbon emissions.
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2025 Proxy Statement |
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Attachments
