DEF: CBRE Global Real Estate Fund Sets 2025 Annual Meeting
Proxy Statement
CBRE Global Real Estate Income Fund announced its 2025 Annual Meeting of Shareholders to elect a Class III Trustee and review corporate governance.
Summary
- The Annual Meeting of Shareholders is scheduled for October 9, 2025, at 10:00 a.m. Eastern Time, at the offices of CBRE Investment Management Listed Real Assets LLC in Radnor, Pennsylvania.
- The primary proposal for the meeting is the re-election of Ms. Leslie E. Greis as a Class III Trustee for a three-year term.
- The Board of Trustees, including independent trustees, unanimously recommends that shareholders vote FOR the re-election of Ms. Greis.
- The record date for shareholders entitled to notice of and to vote at the Annual Meeting is August 8, 2025, with 151,094,091 common shares outstanding as of that date.
- The Trust is planning for the possibility that the Annual Meeting may be held virtually due to ongoing COVID-19 concerns, with any decision to be publicly announced.
- KPMG LLP served as the independent auditor, with audit fees of $71,609 in 2024 and $69,000 in 2023.
- Aggregate non-audit fees billed by KPMG to the Trust, Adviser, or related entities were $302,500 in 2024 and $287,720 in 2023.
Sentiment
Score: 7
Explanation: The filing is a routine proxy statement, indicating stable corporate governance and a standard re-election process. The unanimous board recommendation for the trustee suggests confidence. No negative financial or operational news is present, but also no significant positive developments beyond routine operations. The COVID-19 virtual meeting contingency is a minor, common operational adjustment.
Positives
- The Board of Trustees unanimously recommends voting FOR the re-election of the Class III Trustee, indicating stability and consensus in governance.
- The Trust maintains a comprehensive compliance program and robust risk management procedures, overseen by the Board, to ensure adherence to laws and regulations.
- Independent Trustees possess significant experience in real estate investment, financial acumen, and investment management regulation, contributing to effective oversight.
- The Audit Committee has pre-approved all audit and non-audit services provided by KPMG, ensuring proper oversight and independence of the auditor.
Risks
- The Trust is subject to various risks, including investment, compliance, and operational risks, with day-to-day management performed by third-party service providers.
- Not all risks that may affect the Trust can be identified and/or quantified, and it may not be practical or cost-effective to eliminate or mitigate certain risks.
- The processes, procedures, and controls employed to address certain risks may be limited in their effectiveness.
- Ongoing concerns regarding COVID-19 may necessitate a virtual Annual Meeting, which could alter the traditional format of shareholder engagement.
Future Outlook
The Trust is planning for the possibility of holding its Annual Meeting virtually, by means of remote communication or live webcast, due to ongoing concerns regarding COVID-19. Any decision to shift to a virtual format will be publicly announced via a press release filed with the SEC and posted on the Trust's website.
Management Comments
- The Board of Trustees of the Trust, including the independent trustees, unanimously recommend that you vote FOR the proposal.
- Your vote is important and will make a difference in the governance of the Trust, no matter how many shares you own.
- The Board believes that, collectively, the Trustees have the appropriate experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the Trust and protecting the interests of shareholders.
Industry Context
This filing represents a routine corporate governance event for a closed-end management investment company, focusing on the re-election of a trustee. The involvement of CBRE Investment Management, a global real estate investment manager, positions the Trust within the broader real estate and financial services sectors. The contingency planning for a virtual annual meeting due to COVID-19 reflects a common adaptation seen across various industries to ensure business continuity and shareholder participation amidst public health concerns.
Comparison to Industry Standards
- The Board's composition, including a majority of Independent Trustees and specialized committees (Audit, Nominating), aligns with leading corporate governance practices for publicly traded investment funds.
- The detailed disclosure of auditor fees, encompassing audit, audit-related, and tax services, along with aggregate non-audit fees, is consistent with transparency requirements for SEC-regulated entities, providing insight into auditor independence.
- The established policy for considering shareholder-recommended trustee candidates and the emphasis on diversity of backgrounds and experience within the Board are in line with evolving best practices in corporate governance.
- The comprehensive risk management oversight framework, which involves the Board overseeing third-party service providers and reviewing regular reports on investment, compliance, and operational risks, is a standard approach for investment companies managing external assets.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Audit Committee Charter Amendment | The Amended and Restated Audit Committee Charter was last amended on August 8, 2025, updating its purpose, composition, authority, duties, and pre-approval policies to enhance oversight of financial reporting and auditor independence. | August 8, 2025 | Enhances the Audit Committee's ability to oversee the Trust's financial statements, compliance with legal and regulatory requirements, and the performance and independence of the independent auditor, aligning with current regulatory standards. |
| Nominating Committee Charter Amendment | The Nominating Committee Charter was last amended on October 23, 2023, outlining its role in Board composition, independent trustee nominations, compensation review, and annual self-assessment. | October 23, 2023 | Formalizes the process for selecting and evaluating independent trustees, promoting board diversity and effectiveness, and ensuring periodic review of board and committee performance. |
Related Party Transactions
- Asuka Nakahara, an Independent Trustee, holds a limited partnership interest in Trammel Crow Company Acquisitions II, L.P. (TCC, LP) valued at $(5,367) as of December 31, 2024. TCC LP's general partner was acquired by CBRE Group, Inc., the parent company of the Adviser, in December 2006.
Stakeholder Impact
- **Shareholders:** Will participate in corporate governance by voting on the re-election of a trustee. The potential for a virtual meeting could impact in-person attendance but aims to ensure participation amidst health concerns.
- **Management/Board:** The re-election of a trustee and the ongoing committee work (Audit, Nominating) ensure continuity and oversight of the Trust's operations and financial health.
- **Adviser (CBRE Investment Management Listed Real Assets LLC):** Continues to manage the Trust's assets, with its performance and risk management practices subject to Board oversight.
- **Auditor (KPMG LLP):** Continues to provide audit and non-audit services under the oversight and pre-approval of the Audit Committee.
Next Steps
- Shareholders are urged to complete, sign, date, and return the enclosed proxy card to ensure their shares are represented at the Annual Meeting.
- Shareholders should monitor the Trust's website (www.cbreim.com/igr) for updated information regarding the Annual Meeting format, especially concerning the possibility of a virtual meeting.
- The Annual Meeting will be held on October 9, 2025, to vote on the re-election of Ms. Leslie E. Greis as a Class III Trustee and to transact any other business that may properly come before the meeting.
- Shareholder proposals intended for inclusion in the Trust's proxy statement for the 2026 annual meeting must be received by May 1, 2026.
- Shareholder proposals made outside of Rule 14a-8 for the 2026 annual meeting must be received by July 15, 2026.
Key Dates
| Date | Description |
|---|---|
| February 18, 2004 | Trust commenced operations. |
| February 16, 2006 | Jonathan A. Blome appointed Chief Financial Officer. |
| April 2006 | Asuka Nakahara first acquired an interest in Trammel Crow Company Acquisitions II, L.P. |
| December 2006 | Trammel Crow Company Acquisitions II, L.P.'s general partner acquired by CBRE Group, Inc. |
| January 1, 2019 | Leslie E. Greis appointed to the Board. |
| June 1, 2020 | Heidi Stam appointed to the Board. |
| January 1, 2022 | Joseph P. Smith appointed President and Chief Executive Officer. |
| January 1, 2023 | Jeff C. Chang appointed Secretary and Chief Compliance Officer. |
| July 31, 2024 | Peter Finnerty appointed to the Board. |
| August 8, 2025 | Record date for shareholders entitled to vote at the Annual Meeting. |
| August 29, 2025 | Date of the filing and signing by Jeff C. Chang, Secretary. |
| September 5, 2025 | Proxy Statement and enclosed proxy card first sent to shareholders. |
| October 9, 2025 | Annual Meeting of Shareholders to be held. |
| May 1, 2026 | Deadline for shareholder proposals for inclusion in the 2026 proxy statement. |
| July 15, 2026 | Deadline for shareholder proposals made outside Rule 14a-8 for the 2026 annual meeting. |
Recommendation
holdThis filing is a routine proxy statement for an annual meeting, primarily focused on the re-election of an existing trustee and standard corporate governance disclosures. It does not contain any new financial results, strategic announcements, or material operational changes that would significantly alter the investment thesis for CBRE Global Real Estate Income Fund. The unanimous board recommendation for the trustee's re-election suggests stability. Therefore, a 'hold' recommendation is appropriate as there's no new information to warrant a change in existing positions.
Keywords
CBRE Global Real Estate Income Fund, Proxy Statement, Annual Meeting, Trustee Election, Corporate Governance, SEC Filing, Real Estate Investment, Closed-End Fund, Shareholder Vote, Audit Committee, Nominating Committee, KPMG, Investment Management
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