Colliers to Settle Long-Term Incentive Arrangement and Initiate Orderly Elimination of Dual Class Voting Structure

Jay S. Hennick agrees to continue as Chairman, Chief Executive Officer and Largest Voting Shareholder

Largest independent shareholder, holding 14.7% of the outstanding Subordinate Voting Shares, confirms support of Transaction 

TORONTO, March 01, 2021 (GLOBE NEWSWIRE) -- Colliers International Group Inc. (TSX: CIGI; NASDAQ: CIGI) (“Colliers” or the “Company”) announced that it has entered into an agreement with Jay S. Hennick, the Company’s Chairman & Chief Executive Officer and largest voting shareholder, pursuant to which disinterested holders of Colliers’ Subordinate Voting Shares will be given an opportunity to approve a transaction (the “Transaction”) to settle the Management Services Agreement (the “MSA”), including the long-term incentive arrangement (the “LTIA”), originally entered into on February 1, 2004, between the Company, Mr. Hennick and Jayset Management CIG Inc. (“HennickCo”), a corporation controlled by Mr. Hennick. In addition, the Transaction will establish an orderly timeline for the elimination of Colliers’ dual class voting structure by no later than September 1, 2028.

The LTIA included in the MSA with Mr. Hennick was established seventeen years ago to replace all stock options and other compensation entitlements to which he would otherwise be entitled, a plan consistent with similar arrangements in place at the time designed to incentivize entrepreneurial founders/CEOs to create long-term value for shareholders. The arrangement achieved the intended result, with the market capitalization of Colliers increasing by over US$3.8 billion since 2004, representing an annualized compounded return to shareholders of approximately 18% to the end of 2020 (and a resulting increase in the potential value of the LTIA to US$394 million as of December 31, 2020).

Over the past several years, the Board of Directors of Colliers regularly considered the financial and other implications of continuing with the MSA, including the LTIA, as the Company continued to grow. In late 2020, the members of the Board of Directors indicated to Mr. Hennick that they wished to evaluate the potential termination of the LTIA and thereby limit the future growth in value of this arrangement and to allow the Company to complete certain types of transactions, including additional equity offerings without being impacted by the LTIA. Mr. Hennick suggested he was prepared to receive a proposal from Colliers in this regard provided it was fair and in the best interests of all concerned.