Table of Contents
DESCRIPTION OF SECURITIES
This prospectus contains summary descriptions of the capital stock, debt securities, depositary shares, warrants, subscription rights, purchase
contracts and purchase units that we may offer and sell from time to time. These summary descriptions are not meant to be complete descriptions of each security that may be offered or sold. At the
time of an offering and sale, this prospectus together with the accompanying prospectus supplement will contain the material terms of the securities being offered.
DESCRIPTION OF CAPITAL STOCK
The following description briefly summarizes certain information regarding our capital stock. This information does not
purport to be complete and is subject in all respects to the applicable provisions of the Maryland General Corporation Law, as amended (the "MGCL"), our Restated Articles of
Incorporation, as amended (our "charter"), and our Amended and Restated Bylaws, as amended (our "bylaws").
used in this "Description of Capital Stock," the terms "the Company," "we," "our" and "us" refer to Jones Lang LaSalle Incorporated, a Maryland corporation, and do not, unless
otherwise specified, include our subsidiaries.
Our authorized capital stock consists of (i) 100,000,000 shares of common stock, $.01 par value per share, and (ii) 10,000,000
shares of preferred stock, $.01 par value per share. As of September 30, 2017, we had approximately 45,147,619 million shares of common stock issued and outstanding, and no shares of
preferred stock issued.
board of directors is authorized to classify and reclassify any unissued portion of the authorized shares of any class of capital stock by fixing or changing the preferences,
conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of such shares of capital stock. This authority includes
the classification or reclassification of such shares into classes with preferential rights and the division and classification of any class into one or more series.
Each share of common stock entitles the holder thereof to one vote on all matters submitted to a vote of shareholders, including the election of
directors. Except as disclosed herein or as required by law, our charter or our bylaws, action at a meeting of shareholders at which a quorum is present is by a majority of votes cast by shareholders
entitled to vote, voting as a single class. There is no cumulative voting in the election of directors. Consequently, the holders of a majority of the outstanding shares of common stock can elect all
of the directors then standing for election.
of the common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of funds legally available
therefor. Holders of our common stock have no conversion, preemptive or other rights to subscribe for any securities of ours, and there are no redemption or sinking fund provisions with respect to
such shares. In the event of any liquidation or dissolution of us or winding-up of our affairs, holders of common stock will be entitled to share ratably in the assets of the Company remaining after
payment of, or adequate provision for payment of liabilities to creditors, subject to the right of holders of preferred stock or any other class of our capital stock having preference over our common
stock, if any, to receive preferential distributions. The rights, preferences and privileges of holders of common stock are subject to applicable law and the rights of the holders of any shares of
preferred stock and any additional classes of stock which we may issue in the future.