Cushman & Wakefield plc

DEF 14A 1 cwk013982-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

**Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to § 240.14A-12

CUSHMAN & WAKEFIELD PLC

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

MESSAGE FROM THE CEO

** MAY 30, 2025**

Dear Fellow Shareholder:

We are proposing to redomicile our parent company from England and Wales to Bermuda. Today, our parent company, Cushman & Wakefield plc, is incorporated in England and Wales but is listed on the NYSE, and as a result we are subject to cumbersome and costly administrative processes in the ordinary course of our business. Following the proposed transaction, we will continue to be listed on the NYSE, and the proposed transaction is not expected to have any material change on our day-to-day operations or the tax residence of our operating companies, as discussed below.

Summary of Key Objectives

The principal objective of the Redomiciliation is to facilitate Shareholder value creation by reducing the administrative burden and associated costs of dual regulation in the U.S. and the U.K. The Redomiciliation will also allow us to align our corporate governance with the expectations of our largely U.S. Shareholder base under the more adaptable and business-friendly corporate law of Bermuda, while allowing us to maintain a stable corporate structure and capital flexibility.

Redomiciliation is Not Tax-Driven

The Redomiciliation is not tax driven and our subsidiaries’ jurisdictions of tax residence will not be changing.

Continued Commitment to Europe

We remain committed to our businesses in the U.K. and the rest of Europe as a leading provider of commercial real estate services. The change in jurisdiction of our parent company is not expected to have any material impact on our day-to-day operations, services, management, board of directors or employee base.

Manner of Voting

As Shareholders of Cushman & Wakefield, you are entitled to vote on the proposed transaction, as outlined in this Document.

To implement the Redomiciliation, we must hold a succession of back-to-back meetings, that include a series of Shareholder votes, on the same day.

We summarize the meetings to be held and the votes to be taken in this Document.

As an overview, we will hold a court meeting and then a general meeting of our Shareholders, followed by a shareholders meeting addressing certain non-binding, advisory votes on proposed governance changes.

Please take a look at the letter from our Executive Vice President, Chief Legal Officer & Secretary beginning on the following page for the recommendations of the board of directors of Cushman & Wakefield on how to vote your Cushman & Wakefield Shares in this transaction.

Your Vote is Important

We encourage you to vote promptly online, or, if you requested to receive printed proxy materials, by completing the proxy cards or voting instruction forms enclosed or provide under separate cover.

Sincerely yours, MICHELLE MACKAY Chief Executive Officer

LETTER FROM THE EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER & SECRETARY: VOTING METHODS

Capitalized terms used but not otherwise defined in this Document have the meanings given to them in the section titled “Definitions” of this Document.

** Date**

July 15, 2025

** Time**

10:00 a.m. Eastern Time

Location

In person at 1290 Avenue of the Americas, 7 th Floor, New York, New York 10104.

Delivery Date

On or about May 30, 2025, our proxy materials are first being mailed or made available to Shareholders.

How To Vote

• Shareholders of Record/Members*

If your Cushman & Wakefield Shares are registered directly in your name on the Company’s

register of members maintained by the Transfer Agent, you are considered, with respect to

those Cushman & Wakefield Shares, the member and Shareholder of record (and, for

purposes of this Document, a Cushman & Wakefield Shareholder and, for purposes of

the Scheme, a Scheme Shareholder). If you are a Shareholder of record, please follow

the instructions below on how to vote:

INTERNET: Visit https://www.envisionreports.com/CWKSPC. You will need

the multi-digit number included in your Proxy Card(s) or notice regarding

the availability of proxy materials.

MAIL: You may send your completed and signed Proxy Card(s) to the address

on your Proxy Card(s).

AT THE MEETING: Attend the Meetings in-person.

Beneficial Owners of Shares

If your Cushman & Wakefield Shares are held in the name of a broker, bank or other nominee through the facilities of DTC, you are a beneficial owner of those Cushman & Wakefield Shares held in “street name”. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Cushman & Wakefield Shares. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your Cushman & Wakefield Shares are voted in the way you would like at the applicable Meeting. Your bank, broker or other nominee will send you specific instructions in this regard to vote your Cushman & Wakefield Shares.

Items to be Voted On:

To obtain the Shareholder approvals required to effect the Redomiciliation, we will be holding a series of back-to-back meetings to comply with certain U.S. and U.K. requirements.

These back-to-back meetings include the Court Meeting, a meeting ordered by the High Court of Justice of England and Wales, and the General Meeting, a related general meeting of Cushman & Wakefield Shareholders. Each of the Resolutions to be voted on at the Court Meeting and the General Meeting (other than the General Meeting Adjournment Resolution) must be approved by the requisite majority in order for the Redomiciliation to become effective.

In addition, due to applicable rules and regulations of the SEC, we are asking our Shareholders to vote, on a non-binding, advisory basis, on certain governance changes that we are proposing to implement in connection with the Redomiciliation at a separate Shareholders Meeting immediately following the General Meeting. The vote on each of the Advisory Resolutions to be voted on at the Shareholders Meeting (other than the Shareholders Meeting Adjournment Resolution) is only on an advisory basis and will not affect the approval of the Redomiciliation.

The New Cushman & Wakefield Shares will be listed on the NYSE, trading under the symbol “CWK”, the same symbol under which the Cushman & Wakefield Shares are currently trading.

We are asking Cushman & Wakefield Shareholders to approve the Redomiciliation via the Scheme and certain other related Resolutions. The Scheme will be approved if a majority in number who represent 75 percent or more in value of Cushman & Wakefield Shares present and voting, in person or by proxy, at the Court Meeting approve the Scheme. In addition, we are asking Shareholders to approve certain other matters related to the implementation of the Scheme. These matters require approval by at least 75 percent of the votes cast by Cushman & Wakefield Shareholders, in person or by proxy, at the General Meeting.Approval of each of these other matters by the requisite majority is a condition to the Scheme, and if any one of those matters is not so approved, the Redomiciliation will not occur.

If the Scheme is approved and becomes effective, Shareholders will become shareholders in New Cushman & Wakefield which will have certain different governance arrangements to Cushman & Wakefield. At the same time as seeking Shareholders’ approval for the Scheme, we are therefore also holding Shareholders’ advisory votes, on a non-binding basis, on some of the proposed terms of the New Cushman & Wakefield Bye-laws that are different from the current governance arrangements of Cushman & Wakefield.

These Advisory Resolutions will be considered approved if there is an affirmative vote of a majority of the votes cast by Shareholders, in person or by proxy at the Shareholders Meeting.However, the implementation of the Scheme is not conditional on approval of any of the Advisory Resolutions. Accordingly, a vote against any of the Advisory Resolutions will not count as a vote against the Scheme. Similarly, if any of the Advisory Resolutions are not approved by the requisite majorities, the Board expects to adopt the proposed New Cushman & Wakefield Bye-laws in substantially the form attached to this Document as the Annex. However, the Board reserves the right to exercise its discretion not to adopt the terms referred to in either Advisory Resolution No. 2 (Bye-law Provision: Removal of Directors Only for Cause) or No. 4 (Bye-law Provision: Authorization of Preference Shares) if the non-binding, advisory vote in respect of either such Advisory Resolution evidences substantial Shareholder opposition.

The Board has determined that the Scheme, including the Redomiciliation and the related governance changes, are in the best interests of Cushman & Wakefield and its Shareholders and, as such, has approved the proposal of the Scheme, including the Redomiciliation and those governance changes.**The Board unanimously recommends that you vote “FOR” each of the Resolutions proposed at the Court Meeting, the General Meeting and the Shareholders Meeting, in each case, as described in this Document.**All of the members of the Board and all of our executive officers have indicated that they currently intend to vote in favor of each of the Resolutions proposed at the Court Meeting, the General Meeting and the Shareholders Meeting with respect to the Cushman & Wakefield Shares they hold.

This Document provides you with detailed information about the Redomiciliation. We urge you to read all of the information contained and incorporated by reference in this Document, including the “Risk Factors” section, as well as the Annex hereto, carefully and in its entirety. Do not rely solely on this letter or the “Summary” section as a substitute for reading this Document in full.

All Cushman & Wakefield Shareholders are invited to attend the Meetings at which they are entitled to vote in person. Only holders of record of Cushman & Wakefield Shares as of 5:00 p.m. Eastern Time on May 27, 2025, the Notice Record Date, are entitled to notice of the Meetings or any adjournment thereof. 5:00 p.m. Eastern Time on May 27, 2025 will also serve as the record date for determining those holders of Cushman & Wakefield Shares held in “street name” beneficially through a bank, broker or other nominee within the facilities of DTC who are entitled to instruct such bank, broker or other nominee on how to vote those Cushman & Wakefield Shares at the Meetings.

The Voting Record Time, being the record date for determining those Cushman & Wakefield Shareholders who are entitled to vote their Cushman & Wakefield Shares at the Meetings will be 5:00 p.m. Eastern Time on July 3, 2025 or, if any Meeting is adjourned by 48 hours or more, on the date that is 10 days prior to the date fixed for the adjourned Meeting, or, if Cushman & Wakefield gives notice of the adjourned Meeting, and an entitlement time is specified in that notice, the time specified in that notice.

Your vote is important, regardless of the number of Cushman & Wakefield Shares you own. To make sure your Cushman & Wakefield Shares are represented at the Meetings, please submit your proxy or your instructions to your broker, bank or other nominee as soon as possible, whether or not you plan to attend the Meetings in person. If you have any questions or need assistance voting your Cushman & Wakefield Shares, please contact the Proxy Solicitor by calling +1(877) 750-9497 (within the U.S. and Canada) or +1(412) 232-3651. Brokers and banks may call +1(212) 750-5833.

Sincerely, NOELLE J. PERKINS Executive Vice President, Chief Legal Officer & Secretary

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transaction described in this Document or the securities to be delivered in the Redomiciliation or determined if this Document is truthful or complete. Any representation to the contrary is a criminal offense.

Neither the Registrar of Companies in Bermuda nor the BMA or any other regulatory body in Bermuda has approved or disapproved of the transaction described in this Document or the securities to be delivered in the Redomiciliation or determined if this Document is truthful or complete. Any representation to the contrary is a criminal offense.

This Document is dated May 30, 2025 and, together with the Proxy Card(s) enclosed or provided under separate cover, is first being mailed or made available to Cushman & Wakefield Shareholders on or about May 30, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Meetings to be Held on** July 15,** 2025

This Document and our Annual Report on Form 10-K for the year ended December 31, 2024 are available for viewing, printing and downloading at https://www.envisionreports.com/CWKSPC.

You may request a copy of the materials relating to the Meetings, including the Document and our Form 10-K for the year ended December 31, 2024 by following the instructions on your notice card, or by contacting our Investor Relations team by telephone at +1 312 338-7860 or by e-mail at ir@cushwake.com.

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