Cushman & Wakefield plc

DEF 14A 1 cwk014520-def14a.htm DEFINITIVE PROXY STATEMENT

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CUSHMAN & WAKEFIELD PLC

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MESSAGE FROM THE CEO

** September 4 , 2025**

Dear Fellow Shareholder:

We are pleased to present Shareholders with revised proposals to redomicile our parent company from England and Wales to Bermuda.

Background and Shareholder Engagement

Following our original announcement of the proposed Redomiciliation earlier this year, the Company published its Original Proxy Statement and Scheme Document on May 30, 2025, which set out our original proposals for the Redomiciliation. Following engagement with Shareholders on the original proposals, on July 14, 2025, we announced that we had decided to adjourn indefinitely the Original Court Meeting and withdraw the resolutions scheduled for consideration at the Original General Meeting and Original Shareholders Meeting scheduled to be held on July 15, 2025. This decision was based on preliminary proxy votes which indicated that although a majority of the votes cast voted in favor of the resolutions required to implement the Redomiciliation to be proposed at the Original Court Meeting and the Original General Meeting, the supermajority approval thresholds required under English law for those resolutions would not have been met. This decision was intended to allow the Company to engage further with Shareholders and gather additional feedback and perspectives on the Redomiciliation, including the governance changes proposed to be implemented in connection with the Redomiciliation.

Since then, we have engaged extensively with Shareholders to further discuss these matters. We believe our revised proposals address the feedback we have received from Shareholders, while preserving the anticipated benefits of the Redomiciliation for Cushman & Wakefield and Shareholders. As requested by Shareholders, we are also providing Shareholders with certain additional information on the Redomiciliation, including the anticipated benefits of the Redomiciliation and alternatives considered by the Board.

Key Objectives and Anticipated Benefits

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 governed by SEC rules and regulations, 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.

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. By moving to Bermuda, the Company estimates that it will save more than US$3 million annually from reduced administrative, accounting, tax, and legal complexity. That total includes quantitative and qualitative savings from alleviating the cumbersome dual compliance mandate placed on our corporate staff and does not reflect additional legal, administrative, and compliance costs that we expect to save in the future relating to certain potential ordinary course transactions including share repurchases.

The Redomiciliation is also an opportunity to better 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 strong corporate governance, a stable corporate structure, and capital flexibility.

Governance Benefits for Shareholders

In response to Shareholder feedback, we have revised some of the governance provisions that were previously contemplated. In particular, we are no longer proposing that Shareholders can only remove directors between annual meetings for cause or that certain business combinations not supported by the Board are subject to supermajority shareholder approval requirements. The Board is also committing not to issue preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without Shareholder approval.

Under our revised proposals and applicable governance rules, Shareholders will benefit from:

In addition, we will continue to have in place robust protections in relation to related party transactions through the continued application of NYSE and SEC rules, which require Shareholder approval for and/or restrict certain transactions with directors, officers or substantial Shareholders, as well as our robust written policies, including our Code of Business Conduct for Directors, Corporate Governance Guidelines, and Policy Concerning Related Party Transactions, which are guided by NYSE and SEC rules and regulations, and applicable Bermuda law.

Alternatives Considered by the Board

The decision to pursue the Redomiciliation is the result of an extensive review process that took approximately 18 months. During this process, the Board considered five different jurisdictions (United States (including Delaware), Cayman Islands, Jersey (Channel Islands), Ireland, and Luxembourg), assessing each one on a number of different factors. Following rigorous analysis, the Board

selected Bermuda as the jurisdiction it believed offered Cushman & Wakefield and Shareholders the best balance in terms of economic savings, efficiencies from reduced administrative burden, reliability, tax neutrality, risk, feasibility and facilitation and creation of long-term shareholder value. After a comprehensive evaluation of the potential implications of relocating to the United States (e.g., Delaware), that option was ultimately set aside due to the overall cost considerations, including a material tax impact that would have made the move economically unfeasible and detrimental to Shareholders. Similarly, the Board determined that the other jurisdictions analyzed did not provide the same overall advantages and benefits to the Company and Shareholders as Bermuda.

Redomiciliation is Not Tax-Driven

The Redomiciliation is not tax driven as the relocation to Bermuda would be generally tax neutral and our subsidiaries’ jurisdictions of tax residence would also not change.

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