Colliers International Group Shareholders Approve All AGM Items, Including Stock Plan Amendment

Key Points

• All resolutions passed at Colliers' annual and special meeting, including the appointment of PricewaterhouseCoopers LLP as independent auditor and the individual election of the company's 10 director nominees.
• Shareholders approved a stock option plan amendment to increase the maximum subordinate voting shares reserved for issuance by 1,500,000, which requires final exchange approval (the TSX had pre-approved it subject to shareholder consent).
• An advisory "say-on-pay" vote accepting the company's executive compensation approach was approved; proxies represented approximately 94.56% of votes, there were no shareholder questions, and detailed voting results will be filed on SEDAR+.

Colliers International Group NASDAQ: CIGI shareholders approved all matters presented at the company’s annual and special meeting, including the appointment of its auditor, the election of directors, an amendment to its stock option plan, and an advisory vote on executive compensation.

Meeting proceedings and quorum

Jack Curtin, Lead Director of Colliers, chaired the virtual meeting. He was joined by Jay Hennick, Global Chairman and Chief Executive Officer; Christian Mayer, Chief Financial Officer and CEO of Commercial Real Estate; Matthew Hawkins, Senior Vice President, Legal and Corporate Secretary; and Lynda Cralli, Chief of Staff and Assistant Corporate Secretary.

Hawkins reported that quorum requirements were met under the company’s bylaws, which define quorum as “any two shareholders entitled to vote at the meeting, whether present in person or represented by proxy.” Curtin also said the company received duly completed proxies appointing himself and/or Hawkins as proxy holder for approximately 94.56% of the votes associated with Colliers shares.

Curtin tabled the audited consolidated financial statements for the year ended Dec. 31, 2025 and the auditor’s report, noting they were included in meeting materials and available on SEDAR+. The meeting dispensed with readings of prior meeting minutes and the auditor’s report.

Auditor appointment

Shareholders considered a resolution to appoint PricewaterhouseCoopers LLP as Colliers’ independent auditors to hold office until the close of the next annual meeting, with remuneration to be fixed by the board. Christian Mayer moved the resolution. Hawkins indicated that, based on proxies received before the meeting, approval was expected.

Election of directors

Colliers shareholders also voted on the election of 10 director nominees, who will serve until the next annual meeting of shareholders or until successors are elected or appointed, or until they otherwise cease to hold office. Hawkins read the list of nominees as follows:

• Jack P. Curtin Jr.
• Jane Gavan
• Stephen J. Harper
• J.S. Hennick
• Katherine M. Lee
• Poonam Puri
• Benjamin Stein
• John Sullivan
• L. Frederick Sutherland
• Edward Waitzer

Curtin reminded shareholders that directors are voted on individually under the company’s majority voting policy. Cralli nominated the slate and moved their individual election, with Hawkins seconding. Curtin said that based on proxies received prior to the meeting, each nominee was expected to be elected.

Stock option plan amendment and “say-on-pay” vote

Shareholders approved a resolution to amend the Colliers stock option plan by increasing the maximum number of subordinate voting shares reserved for issuance upon the exercise of stock options by an additional 1,500,000. Curtin noted the amendment would also require exchange approval to become effective and said the Toronto Stock Exchange had approved the amendment subject to obtaining shareholder approval.

The meeting also held an advisory vote on executive compensation. Hawkins moved that shareholders accept, on an advisory basis, the approach to executive compensation disclosed in the company’s management information circular “without diminishing the role and responsibilities of the board of directors.” Curtin said approval was expected based on proxies received.

All resolutions approved; no shareholder questions

After voting closed, Curtin said that, based on proxies submitted before the meeting and a preliminary scrutineer report, “all resolutions have been passed by the requisite number of votes in favor.” He added that detailed voting results would be included in a press release and filed along with a report on voting results on SEDAR+.

The meeting then moved to a question-and-answer session, but Hawkins said there were no questions. The company subsequently ended the meeting.

About Colliers International Group NASDAQ: CIGI

Colliers International Group Inc is a global commercial real estate services and investment management firm offering a full suite of solutions to occupiers, owners and investors. The company's real estate services encompass brokerage and agency leasing, capital markets advisory, property and facility management, valuation and advisory, project and development services, workplace and corporate real estate solutions, and market research. Through these offerings, Colliers supports clients across the entire real estate life cycle, from site selection to asset disposition.

The firm operates through two principal segments: real estate services and investment management.

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