SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~OF ofTHE ~~Report~~SECURITIES ~~(Date~~EXCHANGE ofACT ~~earliest~~OF ~~event~~1934 ~~reported): June 28, 2019~~

Date of Report (Date of earliest event reported): July 1, 2019

HFF, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-33280

51-0610340

(State or Other Jurisdiction

of Incorporation or Organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

One Victory Park

2323 Victory Avenue, Suite 1200

Dallas, Texas 75219

(Address of principal executive offices) (Zip Code)

(214) 265-0880

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~8.01.~~Note ~~Other Events.~~

OnAs ~~June~~previously disclosed, on March 2818, 2019, HFF, Inc., a Delaware corporation (the “Company” or “HFF”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Jones Lang LaSalle Incorporated, a Maryland corporation (“Parent” or “JLL”), inJLL ~~connection~~CM, ~~with JLL’s~~Inc., ~~acquisition~~a ofDelaware ~~the~~corporation ~~Company~~and ~~(the~~wholly owned subsidiary of Parent (“~~Acquisition~~Merger Sub”), ~~announced~~and ~~that~~JLL ~~the~~CMG, ~~parties~~LLC, ~~have~~a ~~received~~Delaware ~~the~~limited ~~requisite~~liability ~~regulatory~~company ~~approvals~~ and ~~that~~wholly ~~the~~owned ~~Acquisition~~subsidiary isof ~~anticipated~~Parent to(“Merger ~~close~~LLC”). onThe ~~Monday~~Merger Agreement provides, ~~July 1~~among other things, ~~2019~~that, ~~after~~upon the ~~close~~terms ~~of regular~~and ~~trading~~subject ~~hours~~to on the ~~New~~conditions set ~~York~~forth ~~Stock~~in ~~Exchange~~the Merger Agreement, ~~pending~~(i) Merger ~~approval~~Sub bywill ~~the~~merge ~~Company’s~~with ~~stockholders~~and atinto the Company’s ~~annual~~(the ~~stockholders meeting on July 1~~“Merger”), ~~2019,~~with ~~and~~the ~~subject~~Company toas the ~~satisfaction~~surviving ofcorporation (the ~~other~~“Surviving ~~closing~~Corporation”), ~~conditions~~and in(ii) following the ~~Agreement~~ ~~and~~completion ~~Plan~~ of the Merger, tothe ~~which~~Surviving ~~HFF~~Corporation ~~and~~will ~~JLL~~merge ~~are~~with ~~each~~and ainto ~~party.~~Merger ALLC ~~copy~~(the of“Subsequent ~~the~~Merger”), ~~joint~~with ~~press~~Merger ~~release~~LLC issurviving ~~attached~~the asSubsequent ~~Exhibit~~Merger ~~99.1~~and tocontinuing ~~this~~as ~~Form~~a ~~8-K~~wholly ~~and~~owned ~~incorporated~~subsidiary ~~herein~~of byParent ~~reference.~~(the “Surviving Company”).

~~****~~On July 1, 2019 (the “Closing Date”), upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the Delaware General Corporation Law, the Merger and the Subsequent Merger were completed. At the effective time of the Merger (the “Effective Time”), the separate corporate existence of Merger Sub ceased, and HFF survived the Merger as a wholly owned subsidiary of Parent. Following the completion of the Merger, the Surviving Corporation merged with and into Merger LLC, with Merger LLC surviving the Subsequent Merger and continuing as a wholly owned subsidiary of Parent.

~~Important~~The ~~Information~~description ~~for~~of the Merger Agreement and the transactions contemplated thereunder, including ~~Investors~~the Merger and ~~Stockholders~~the Subsequent Merger, in this Current Report on Form 8-K does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2019, and is incorporated by reference herein.

~~This~~Item ~~Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval~~2. ~~It does not constitute a prospectus or prospectus equivalent document~~01. NoCompletion ~~offering~~ of ~~securities~~Acquisition ~~shall~~or beDisposition ~~made except by means~~ of ~~a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended~~Assets.

InAs ~~connection~~described ~~with~~above, at the ~~proposed~~Effective ~~transaction~~Time ~~between~~on ~~HFF~~the ~~and~~Closing ~~JLL on April 29~~Date, ~~2019,~~ JLL ~~filed~~completed ~~with~~its ~~the~~previously ~~Securities~~announced ~~and~~acquisition ~~Exchange~~of ~~Commission~~HFF. ~~(the~~As ~~“SEC”)~~ a ~~registration~~result ~~statement~~of ~~on Form S-4~~the Merger, asHFF ~~amended~~became ~~on May 30, 2019, containing~~ a ~~proxy~~wholly ~~statement~~owned ofsubsidiary ~~HFF that also constitutes a prospectus~~ of JLL. ~~The~~At ~~registration statement was declared effective by~~ the ~~SEC~~Effective ~~on May 31~~Time, ~~2019,~~each ~~and~~share ~~HFF~~of ~~commenced~~Class A ~~mailing~~common ~~the~~stock ~~definitive proxy statement to stockholders~~ of HFF, onpar orvalue ~~about June 3, 2019~~$0.01 ~~INVESTORS~~per ~~AND SECURITY~~share ~~HOLDERS~~(“Company OFShares”), ~~HFF~~issued ~~AND~~and ~~JLL~~outstanding ~~ARE~~immediately ~~URGED~~prior TOto ~~READ~~the ~~THE~~Effective ~~DEFINITIVE~~Time ~~PROXY~~(other than ~~STATEMENT~~shares ~~AND~~held ~~OTHER~~by ~~DOCUMENTS~~HFF, ~~FILED~~JLL ORor ~~THAT~~any ~~WILL~~of BEtheir ~~FILED~~respective ~~WITH~~subsidiaries ~~THE~~and ~~SEC~~shares ~~CAREFULLY~~held ~~AND~~by INany ~~THEIR~~holder ~~ENTIRETY~~of ~~BECAUSE~~Company ~~THEY~~Shares ~~CONTAIN~~who ORwas ~~WILL~~entitled ~~CONTAIN~~to ~~IMPORTANT~~demand ~~INFORMATION. Investors~~ and ~~security~~ ~~holders~~properly ~~will~~demanded beappraisal ~~able~~of tosuch ~~obtain~~shares ~~free~~under ~~copies~~Delaware oflaw) ~~the~~was ~~registration~~converted ~~statement~~into ~~and~~ the ~~definitive~~right ~~proxy~~to receive ~~statement~~(i) ~~and~~$24.63 ~~other~~per ~~documents~~share ~~filed~~in ~~with~~cash ~~the SEC by HFF~~ and ~~JLL~~(ii) ~~through~~0.1505 ~~the~~of ~~website~~a ~~maintained~~share byof ~~the~~common ~~SEC~~stock ~~at http://www.sec.gov. Copies~~ of ~~the~~JLL, ~~documents~~par ~~filed~~value ~~with~~$0.01 ~~the~~per ~~SEC~~share by(“Parent ~~HFF~~Common ~~are~~Stock”) ~~available free of charge on HFF’s internet website at http://www.hfflp.com on~~ (the “~~Investor~~Merger ~~Relations~~Consideration” ~~page or by contacting HFF’s Investor Relations Department in writing or calling as follows: Investor Relations, HFF, Inc~~)., ~~One~~No ~~Victory~~fractional ~~Park,~~shares ~~2323~~of ~~Victory~~Parent ~~Avenue,~~Common ~~Suite~~Stock ~~1200,~~will ~~Dallas,~~be ~~Texas~~issued ~~75219,~~in the ~~Telephone: (713) 852-3500~~Merger, ~~email:~~and ~~InvestorRelations@hfflp.com. Copies~~holders of ~~the documents~~Company ~~filed~~Shares ~~with~~are ~~the~~entitled ~~SEC~~to byreceive ~~JLL~~cash ~~are~~in ~~available~~lieu ~~free~~ of ~~charge~~any onfractional ~~JLL’s~~shares ~~internet~~of ~~website~~Parent atCommon ~~http://www.jll.com~~Stock issuable in the ~~“Investor Relations” section~~Merger.

~~Certain~~At ~~Information~~the ~~Regarding~~Effective ~~Participants~~Time, (i) there were no unexercised options to purchase Company Shares granted under any Company stock plan; (ii) each outstanding award of restricted stock units granted pursuant to any Company stock plan (“Company RSUs”) was assumed by Parent and converted into an award of restricted stock units with respect to Parent Common Stock (“Parent RSUs”), subject to the same terms and conditions that applied to the applicable Company RSUs immediately prior to the Effective Time (including, but not limited to, provisions relating to vesting, forfeiture and the effect of termination of employment), with the number of shares of Parent Common Stock subject to each award of Parent RSUs equal to the product of (a) the total number of Company Shares covered by such Company RSUs immediately prior to the Effective Time multiplied by (b) 0.301; and (iii) each outstanding share of restricted Company Shares that was outstanding immediately prior to the Effective Time received the same treatment accorded to Company Shares as specified above.

~~HFF~~The ~~and~~Merger ~~JLL and~~Agreement ~~their~~has ~~respective~~been ~~directors~~referenced ~~and~~in ~~executive~~this ~~officers,~~communication ~~certain other members of their respective management and certain of their respective employees, may be deemed~~ to beprovide ~~participants~~investors ~~in the solicitation of proxies in connection with the proposed merger transaction. Information about the directors~~ and ~~executive officers of HFF is set forth in its proxy statement for its 2019 annual meeting of~~ stockholders, ~~which was filed~~ with ~~the~~information ~~SEC~~regarding ~~on May 31, 2019, and~~ its ~~annual~~terms. ~~report~~It is onnot ~~Form~~intended ~~10-K~~to ~~for~~provide ~~the~~any ~~fiscal~~other ~~year~~factual ~~ended~~information ~~December 31,~~about ~~2018, which was filed with~~ the ~~SEC on February 28~~Company, ~~2019 (as amended on Form 10-K/A~~JLL, ~~filed~~Merger ~~with~~Sub ~~the~~or ~~SEC~~Merger ~~on April 30, 2019), each of which can be obtained free of charge from the sources indicated above~~LLC. ~~Information~~The ~~about~~representations, ~~the~~warranties ~~directors~~ and ~~executive~~covenants ~~officers~~contained ofin ~~JLL~~the isMerger ~~set~~Agreement ~~forth~~were inmade ~~its~~only ~~proxy statement~~ for ~~its~~purposes ~~2019 annual meeting~~ of ~~stockholders,~~that ~~which~~agreement ~~was~~and ~~filed~~as ~~with~~of ~~the~~specific ~~SEC on April 18~~dates, ~~2019,~~were ~~and~~solely ~~its annual report on Form 10-K~~ for the ~~fiscal~~benefit ~~year~~of ~~ended~~the ~~December 31,~~parties ~~2018,~~to ~~which was filed with~~ the ~~SEC~~Merger ~~on February 26~~Agreement, ~~2019,~~may ~~each of which can~~ be ~~obtained~~subject ~~free of~~to ~~charge~~limitations ~~from~~agreed ~~the~~upon ~~sources~~by ~~indicated above. Other information regarding~~ the ~~participants~~contracting inparties, ~~the~~including ~~proxy~~being ~~solicitation~~qualified ~~and a description of their direct and indirect interests,~~ by ~~security~~confidential ~~holdings~~disclosures ormade ~~otherwise,~~for ~~are contained in~~ the ~~definitive~~purposes ~~proxy~~of allocating ~~statement~~contractual ~~and~~risk ~~other~~between ~~relevant~~the ~~materials~~parties ~~filed or~~ to ~~be filed with~~ the ~~SEC when they become available.~~

~~Cautionary~~- ~~Statement~~1 ~~Regarding Forward~~-~~Looking Statements~~

~~This~~ Merger ~~communication~~Agreement ~~contains~~instead ~~forward-looking~~of ~~statements~~establishing ~~within~~these ~~the~~matters ~~meaning~~as offacts, ~~Section 27A~~and may be subject to standards of materiality applicable to the ~~Securities~~contracting ~~Act~~parties ofthat ~~1933,~~differ asfrom ~~amended,~~those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and ~~Section 21E~~should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the ~~Securities~~actual ~~Exchange~~state ~~Act~~of facts or condition of ~~1934~~the Company, asJLL, ~~amended.~~Merger ~~You~~Sub, ~~can~~Merger ~~generally~~LLC ~~identify~~or ~~forward-looking~~any ~~statements~~of bytheir respective subsidiaries or affiliates. Moreover, information concerning the ~~use~~subject matter of ~~forward-looking~~the ~~terminology~~representations ~~such~~and aswarranties ~~“anticipate,”~~may ~~“believe~~have changed after the date of the Merger Agreement,” which subsequent information may or may not be fully reflected in the Company’s or JLL’s public disclosures.

-Item 23.01. -Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing.

~~“continue,”~~In ~~“could,”~~connection ~~“estimate,”~~with ~~“expect,”~~the ~~“explore,”~~consummation ~~“evaluate,”~~of ~~“intend,”~~the ~~“may~~Merger,” ~~“might,”~~the Company notified the New York Stock Exchange (the “~~plan,~~NYSE”) ~~“potential,”~~that ~~“predict,”~~trading ~~“project,”~~in ~~“seek,”~~Company “Shares should,” orbe “suspended and listing of Company Shares on the NYSE should be removed. It is expected that trading of Company Shares on the NYSE will be suspended following the close of trading on July 1,” or2019. The Company also requested that the ~~negative~~NYSE ~~thereof~~file orwith ~~other~~the ~~variations~~SEC ~~thereon~~an orapplication ~~comparable~~on ~~terminology.~~Form 25 to delist and deregister Company Shares under Section ~~These~~12(b) ~~forward-looking statements~~of ~~are~~the ~~only~~Securities ~~predictions~~Exchange ~~and~~Act ~~involve~~of ~~known~~1934, ~~and~~as ~~unknown~~amended ~~risks~~(the ~~and~~“Exchange Act”). ~~uncertainties~~In addition, ~~many~~the Company intends to file with the SEC a Form 15 requesting that the reporting obligations of ~~which~~the ~~are~~Company ~~beyond~~under ~~HFF’s~~Sections 13 and ~~JLL’s~~15(d) ~~control~~of the Exchange Act be suspended.

~~Actual results~~Item ~~could differ materially from those projected or forecast in the forward-looking statements~~3.03. ~~The~~Material ~~factors~~Modification ~~that could cause actual results~~ to ~~differ~~Rights ~~materially include, without limitation, the following risks, uncertainties or assumptions: the satisfaction~~ of ~~the~~Security conditions precedent to the consummation of the proposed transaction, including, without limitation, the receipt of HFF stockholder and regulatory approvals on the terms desired or anticipated; unanticipated difficulties or expenditures relating to the proposed transaction, including, without limitation, difficulties that result in the failure to realize expected synergies, efficiencies and cost savings from the proposed transaction within the expected time period (if at all); potential difficulties in JLL’s and HFF’s ability to retain employees as a result of the announcement and pendency of the proposed transaction; JLL’s ability to obtain and maintain an investment grade credit rating and obtain financing on the anticipated terms and schedule; risks relating to the value of JLL’s shares to be issued in the proposed transaction; disruptions of HFF’s and JLL’s current plans, operations and relationships with customers and clients caused by the announcement and pendency of the proposed transaction; legal proceedings that may be instituted against HFF and JLL following announcement of the proposed transaction; and other factors described in HFF’s annual report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on February 28, 2019 (as amended on Form 10-K/A, filed with the SEC on April 30, 2019), JLL’s annual report for the fiscal year ended December 31, 2018, which was filed with the SEC on February 26, 2019, and other filings made by HFF and JLL from time to time with the SECHolders. The factors described in such SEC filings include, without limitation: the effect of political, economic and market conditions and geopolitical events; the logistical and other challenges inherent in operating in numerous different countries; the actions and initiatives of current and potential competitors; the level and volatility of real estate prices, interest rates, currency values and other market indices; the outcome of pending litigation; and the impact of current, pending and future legislation and regulation.

ItPursuant ~~should~~to ~~also be noted that projected financial information for~~ the ~~combined~~terms ~~businesses~~ of ~~HFF and JLL is based on management’s estimates, assumptions and projections and has not been prepared in conformance with~~ the ~~applicable~~Merger ~~accounting requirements of Regulation S-X relating to pro forma financial information~~Agreement, ~~and~~at the ~~required~~Effective ~~pro forma adjustments have not been applied and are not reflected therein. None of this information should be considered in isolation from~~Time, oreach asCompany aShare ~~substitute~~issued ~~for, the historical financial statements of HFF~~ and ~~JLL.~~outstanding ~~Important~~immediately ~~risk~~prior ~~factors~~to ~~could cause actual~~the ~~future~~Effective ~~results~~Time ~~and~~ (other ~~future~~than ~~events~~shares toheld ~~differ materially from those currently estimated~~ by ~~management~~HFF, ~~including,~~JLL ~~but~~or ~~not~~any ~~limited to, the risks that: a condition to the closing~~ of ~~the~~their ~~proposed~~respective ~~acquisition~~subsidiaries may not be satisfied; a regulatory approval that may be required for the proposed acquisition is delayed, is not obtained or is obtained subject to conditions that are not anticipated; management’s time and ~~attention~~shares isheld ~~diverted~~by onany ~~transaction~~holder ~~related~~of ~~issues;~~Company ~~disruption~~Shares ~~from~~who ~~the transaction~~was ~~makes~~entitled ~~it more difficult~~ to ~~maintain~~demand ~~business, contractual~~ and ~~operational~~properly ~~relationships;~~demanded ~~the~~appraisal ~~credit ratings~~ of ~~the~~such ~~combined~~shares ~~company~~under ~~decline~~Delaware ~~following~~law) ~~the~~was ~~proposed acquisition; legal proceedings are instituted against HFF, JLL or the~~converted ~~combined~~into ~~company; HFF, JLL or~~ the ~~combined~~right ~~company is unable~~ to ~~retain~~receive ~~key personnel; and~~ the ~~announcement~~Merger ~~or the consummation of the proposed acquisition has a negative effect on the market price of the capital stock of HFF and JLL or on HFF’s and JLL’s operating results~~Consideration.

NoThe ~~assurances~~information ~~can~~set beforth ~~given~~in ~~that any of~~ the ~~events~~Introductory ~~anticipated~~Note byabove ~~the~~and ~~forward-looking~~in ~~statements~~Item ~~will~~2.01, ~~transpire~~Item or3.01 ~~occur,~~and orItem if5.03 ~~any~~ of ~~them~~this doCurrent ~~occur,~~Report ~~what~~on ~~impact~~Form ~~they~~8-K ~~will~~is ~~have~~incorporated onby ~~the~~reference ~~results~~into ofthis ~~operations,~~Item ~~financial~~3.03. ~~condition~~The orforegoing ~~cash~~description ~~flows~~ of ~~HFF~~the orMerger ~~JLL.~~Agreement ~~Should~~is ~~any~~not ~~risks~~complete and ~~uncertainties~~is ~~develop~~subject ~~into~~and ~~actual~~entirely ~~events,~~qualified ~~these developments could have a material~~by ~~adverse~~reference ~~effect on the proposed transaction and/or HFF or JLL, HFF’s or JLL’s ability~~ to ~~successfully complete~~ the ~~proposed~~full ~~transaction~~text ~~and/or~~of ~~realize~~ the ~~expected~~Merger ~~benefits from the proposed transaction~~Agreement.

~~You~~Item ~~are cautioned not to rely on HFF’s or JLL’s forward-looking statements~~5. These forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements01. ~~You~~Changes ~~also~~in ~~should~~Control ~~understand that it is not possible to predict or identify all such factors and that this list should not be considered a complete statement~~ of ~~all potential risks and uncertainties~~Registrant. Investors also should realize that if underlying assumptions prove inaccurate or if unknown risks or uncertainties materialize, actual results could vary materially from HFF’s or JLL’s projections. Except as otherwise required by law, neither HFF nor JLL is under any obligation, and each expressly disclaim any

-On 3July 1, -2019, as a result of the consummation of the Merger, a change of control of the Company occurred, and the Company became a wholly owned subsidiary of JLL. JLL paid the cash portion of the Merger Consideration using a combination of proceeds from existing debt facilities and cash on hand.

~~obligation,~~The toinformation ~~update,~~set ~~alter,~~forth orin ~~otherwise~~the ~~revise~~Introductory ~~any~~Note ~~forward-looking~~and ~~statements included~~ in ~~this~~Item ~~communication~~2.01 orand ~~elsewhere,~~Item ~~whether~~5.02 ~~written or oral, that may be made from time to time relating to any~~ of ~~the matters discussed in~~ this ~~communication,~~Current ~~whether~~Report ason aForm ~~result~~8-K ofis ~~new~~incorporated ~~information,~~by ~~future~~reference ~~events~~into orthis ~~otherwise,~~Item ~~as of any future date~~5.01.

Item 95.0102. ~~Financial~~Departure ~~Statements~~of ~~and~~Directors ~~Exhibits~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Upon the consummation of the Merger, each of Mark D. Gibson, Deborah H. McAneny, Susan P. McGalla, George L. Miles, Jr., Morgan K. O’Brien, Lenore M. Sullivan, Joe B. Thornton, Jr. and Steven E. Wheeler ceased to be directors of the Company, and members of any committees of the board of directors on which such person served, effective as of the Effective Time. Pursuant to the terms of the Merger Agreement, (di) the ~~Exhibits~~directors and officers of Merger Sub immediately prior to the Effective Time became the directors and officers, respectively, of the Surviving Corporation and (ii) the directors and officers of the Surviving Corporation immediately prior to the effective time of the Subsequent Merger became the directors and officers, respectively, of the Surviving Company.

ExhibitNumber		Description of Exhibit
99.1		Joint press release issued by HFF, Inc. and Jones Lang LaSalle Incorporated, dated June 28, 2019.

- 2 -

-Item 45.03. -Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

~~SIGNATURES~~Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated in its entirety and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Surviving Corporation. The certificate of incorporation and bylaws of the Surviving Corporation, each as in effect immediately following the Effective Time, are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. Pursuant to the terms of the Merger Agreement, following the completion of the Merger, the Surviving Corporation merged with and into Merger LLC, with Merger LLC surviving as the Surviving Company. The certificate of formation and operating agreement of the Surviving Company, each as in effect immediately following the effective time of the Subsequent Merger, are attached hereto as Exhibits 3.3 and 3.4, respectively, and are incorporated herein by reference.

~~Pursuant~~Item to5.07. ~~the~~Submission ~~requirements~~ of ~~the~~Matters ~~Securities~~to ~~Exchange~~a ~~Act~~Vote of ~~1934,~~Security ~~as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Holders.

~~Dated:~~On ~~June~~July 281, 2019, the Company’s 2019 Annual Meeting of Stockholders was held in Dallas, Texas (the “Annual Meeting”). The Company filed its Definitive Proxy Statement for the proposals voted upon at the Annual Meeting with the SEC on May 31, 2019 (the “Definitive Proxy Statement”).

~~HFF~~As of the close of business on May 29, ~~INC~~2019, the record date for the Annual Meeting, there were 39,823,827 Company Shares issued and outstanding and entitled to vote at the Annual Meeting. ~~By:~~A ~~/s/~~quorum ~~Gregory~~of R35,649,568 Company Shares was represented in person or by proxy at the Annual Meeting (representing approximately 89.5% ~~Conley~~of ~~Gregory~~the RCompany Shares entitled to vote at the Annual Meeting). ~~Conley~~The ~~Chief~~number ~~Financial~~of ~~Officer~~votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to the following proposals, each of which is described in detail in the Definitive Proxy Statement, is set out below:

1. Proposal to adopt the Merger Agreement, pursuant to which a wholly owned subsidiary of JLL will merge with and into HFF, with HFF surviving the merger as a wholly owned subsidiary of JLL.


For	Against	Abstain	Broker Non-Votes
31,927,751	105,321	86,893	3,528,603

The proposal to adopt the Merger Agreement was approved, receiving the affirmative vote of approximately 89.6% of the Company Shares present in person or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting (representing approximately 80.2% of the Company Shares outstanding and entitled to vote at the Annual Meeting).

2. Proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to HFF’s named executive officers that is based on or otherwise relates to the Merger.


For	Against	Abstain	Broker Non-Votes
8,277,881	23,654,735	188,349	3,528,603

The proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to HFF’s named executive officers that is based on or otherwise relates to the Merger was not approved, receiving the affirmative vote of approximately 23.2% of the Company Shares present in person or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting.

3. Proposal to elect each of Deborah H. McAneny and Steven E. Wheeler, both as Class I directors, for a term expiring upon the earlier of (A) the completion of the Merger and (B) the 2022 annual meeting of stockholders and until each of their respective successors are duly elected and qualified.


	For	Withheld	Abstain	Broker Non-Votes
Deborah H. McAneny	30,892,275	1,228,690	0	3,528,603
Steven E. Wheeler	31,576,207	544,758	0	3,528,603

- 3 -

The proposal to elect each of Deborah H. McAneny and Steven E. Wheeler, both as Class I directors, for a term expiring upon the earlier of (A) the completion of the Merger and (B) the 2022 annual meeting of stockholders and until each of their respective successors are duly elected and qualified, receiving the affirmative vote of approximately 86.7% of the Company Shares present in person or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting, in the case of Deborah H. McAneny, and the affirmative vote of approximately 88.6% of the Company Shares present in person or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting, in the case of Steven E. Wheeler.

4. Proposal to ratify the appointment of Ernst & Young LLP as HFF’s independent registered certified public accountants for the year ending December 31, 2019.


For	Against	Abstain	Broker Non-Votes
35,053,269	589,775	6,524	0

The proposal to ratify the appointment of Ernst & Young LLP as HFF’s independent registered certified public accountants for the year ending December 31, 2019 was approved, receiving the affirmative vote of approximately 98.3% of the Company Shares present in person or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting.

5. Proposal to approve, by a non-binding advisory vote, the compensation of HFF’s named executive officers.


For	Against	Abstain	Broker Non-Votes
31,221,308	882,091	17,566	3,528,603

The proposal to approve, by a non-binding advisory vote, the compensation of HFF’s named executive officers was approved, receiving the affirmative vote of approximately 87.6% of the Company Shares present in person or represented by proxy at the Annual Meeting and entitled to vote at the Annual Meeting.

Item 7.01.

Regulation FD Disclosure.

A copy of the press release issued by the Company on July 1, 2019 announcing the results of the voting at the Annual Meeting is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of March 18, 2019, by and among Jones Lang LaSalle Incorporated, JLL CM, Inc., JLL CMG, LLC and HFF, Inc.* (Incorporated by reference from the Company’s Current Report on Form 8-K filed March 20, 2019)

3.1		Second Amended and Restated Certificate of Incorporation of HFF, Inc.

3.2		Second Amended and Restated Bylaws of HFF, Inc.

3.3		Certification of Formation of JLL CMG, LLC

3.4		Limited Liability Company Operating Agreement of JLL CMG, LLC

99.1		Press Release issued by the Company on July 1, 2019

*	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.

- 4 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 1, 2019


JLL CMG, LLC successor by merger to HFF, Inc.

By:		/s/ Bryan J. Duncan
		Bryan J. Duncan
		Treasurer

Filing Compare · HFF, Inc.