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Cushman & Wakefield plc

For the period ended May 15, 2025. Filed Apr 4, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2025 · Filed Apr 4, 2025

CWK$13.96-1.6%Stored close · as of Nov 6, 2026
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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

(Amendment No. )

Filed by the Registrant: ☒Filed by a Party other than the Registrant:☐

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 in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT1
2CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT
CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT3

To assist you in reviewing the proposals to be voted upon at the 2025 annual general meeting of shareholders (the “Annual Meeting”), we have summarized important information contained in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement before voting.

Voting

Shareholders of record as of March 27, 2025 (the “Record Date”) may cast their votes in any of the following ways:

INTERNET

Visit www.investorvote.com/CWK.You will need the multi-digit number included in your proxy card, voting instruction form or notice of availability of proxy materials (“notice card”).

PHONE

Call +1 800 652-8683 or the number on your proxy card, voting instruction form or notice card. You will need the multi-digit number included in your proxy card, voting instruction form or notice card.

MAIL

If you received a paper copy of the proxy materials by mail, you may send your completed and signed proxy card or voting instruction form to the address listed on your proxy card or voting instruction form.

AT THE ANNUAL MEETING (VIRTUALLY OR IN PERSON)

To vote online during the meeting, you will need to access the virtual meeting by following the instructions on the proxy card or notice card that you received (if you are a shareholder of record) or by registering for access to the meeting as described in this Proxy Statement (if you are a beneficial owner). If you plan to attend the meeting in person and you are a shareholder of record, you will need to bring a picture ID and proof of ownership of your ordinary shares as of the Record Date. If your ordinary shares are held in the name of your broker, bank or other nominee and you want to vote in person, then you will need to obtain a legal proxy from the institution that holds your ordinary shares indicating that you were the beneficial owner as of the Record Date. All in-person attendees will also be required to follow any security protocols issued by the building where the Annual Meeting is held.

If you physically attend the Annual Meeting and vote in person, or if you attend virtually and vote electronically during the meeting, your vote during the meeting will replace any earlier vote.

4CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT

PROXY SUMMARY INFORMATION

Voting Matters and Board Recommendations

Voting Matters and Board Recommendations

ProposalBoard VoteRecommendations
Election of directors (page 28)FOR each Director Nominee
Ratification of KPMG LLP as independent registered public accounting firm (page 31)FOR
Appointment of KPMG LLP as U.K. Statutory Auditor (page 32)FOR
Authorization of the Audit Committee to determine the compensation of our U.K. Statutory Auditor (page 33)FOR
Non-binding, advisory vote on the compensation of Named Executive Officers as disclosed in this Proxy Statement (“Say-on-Pay”) (page 65)FOR
Non-binding, advisory vote on the frequency of future Say-on-Pay votes (page 66)FOR 1 YEAR
Non-binding, advisory vote on the Directors’ Remuneration Report (page 67)FOR
Approval of an amendment to our Omnibus Management Share and Cash Incentive Plan (page 68)FOR

Summary of Director Nominees

The following table provides summary information about each of the director nominees standing for election at the Annual Meeting.

NameAgeDirectorSincePrincipal/Most Recent OccupationOther U.S. PublicCompany Boards
MICHELLE FELMAN(1)622023Former Co-Head of Acquisitions and Capital Markets, Vornado Realty TrustOne
JENNIFER McPEEK(1)552024Former Chief Financial Officer & Chief Operating Officer, Janus Henderson InvestorsTwo

(1)Independent Director

CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT5

PROXY SUMMARY INFORMATION

2024 Highlights

2024 Highlights

Overview

Cushman & Wakefield is a leading global commercial real estate services firm. Led by an experienced executive team and driven by approximately 52,000 employees in nearly 400 offices and approximately 60 countries, we deliver exceptional value for real estate occupiers and owners, managing approximately 6.0 billion square feet of commercial real estate space globally and offering a broad suite of services through our integrated and scalable platform. Our business is focused on meeting the increasing demands of our clients through comprehensive service offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.

Our vision is to be recognized as the premier brand in the industry, setting the standard across the built environment by providing effective problem-solving through quality advice and execution. We believe our key differentiator is our extraordinary talent and their cognitive flexibility, which together form the collective expertise known as the “Cushman & Wakefield Brain.”

To support our vision, we are investing in advanced technologies and innovative practices. This includes leveraging data analytics to enhance decision-making processes, helping to ensure our clients receive the most insightful and forward-thinking solutions. Furthermore, we aim to foster a culture of continuous improvement and learning, encouraging our team members to pursue professional development and stay ahead of industry trends.

Our approach to client relationships is centered on collaboration and transparency. By building strong partnerships based on trust and mutual respect, we seek to ensure that our clients' needs are met with the highest level of service and professionalism.

In 2024, we launched our new purpose and values, encapsulated by the theme that Better never settles. As an organization and as individuals, we will never settle for the world that’s been built, but will relentlessly drive it forward for our clients, colleagues and communities.

For more information regarding our year 2024 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2024.

Cushman & Wakefield Platform of Real Estate Services

6CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT
PROXY SUMMARY INFORMATION4
Voting4
Voting Matters and Board Recommendations5
Summary of Director Nominees5
2024 Highlights6
CORPORATE GOVERNANCE8
Highlights8
Board Experience, Expertise and Skills9
Director Nomination Criteria:Qualifications, Skills and Experience11
2025 Director Nominees12
Continuing Directors14
Board Composition20
Director Independence20
Independent Director Meetings21
Board Leadership Structure21
Director Compensation Program22
Succession Planning23
Compensation Committee Interlocks and Insider Participation23
Board Role in Enterprise Risk Oversight24
Board Meetings and Committees25
Share Ownership Policy27
Policies on Hedging, Pledging and Insider Trading27
PROPOSAL 1 – Election of Directors28
AUDIT AND OTHER FEES29
Pre-Approval Policies and Procedures29
Audit Committee Report29
PROPOSAL 2 – Ratification of Independent Registered Public Accounting Firm31
PROPOSAL 3 – Appointment of U.K. Statutory Auditor32
PROPOSAL 4 – Audit Committee Authorization to Determine Compensation of U.K. Statutory Auditor33
COMPENSATION DISCUSSION AND ANALYSIS34
Executive Officers34
2024 Company Performance and Highlights36
Review of Compensation Practices36
Compensation Philosophy and Objectives37
Compensation-Setting Process37
Clawback Policy39
Chairman Transition39
Compensation Elements40
Compensation-Related Risk Assessment47
Practices Related to the Grant of Equity Awards47
Tax Considerations47
Compensation Committee Report48
Executive Compensation Tables49
Employment Arrangements54
Potential Payments Upon Termination or Change in Control58
CEO Pay Ratio60
Pay Versus Performance61
PROPOSAL 5 – Advisory Vote on Compensation of Named Executive Officers65
PROPOSAL 6 – Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation66
PROPOSAL 7 – Advisory Vote on Directors’ Remuneration Report67
PROPOSAL 8 – Approval of an Amendment to Our Omnibus Management Share and Cash Incentive Plan68
SECURITY OWNERSHIP74
EQUITY COMPENSATION PLAN INFORMATION75
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS76
OTHER IMPORTANT INFORMATION FOR SHAREHOLDERS77
Special Note Regarding Forward Looking Statements77
Communications with the Board77
Submission of Shareholder Proposals and Board Nominees78
Shareholder Rights under English Law78
Shareholder Requests under the U.K. Companies Act79
GENERAL INFORMATION ABOUT THE ANNUAL MEETING80
Voting Instructions and Information80
ANNEX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURESA-1
Use of Non-GAAP Financial MeasuresA-1
Adjustments to U.S. GAAP Financial Measures Used to Calculate Non-GAAP Financial MeasuresA-1
Reconciliations of Non-GAAP financial measuresA-2
ANNEX B: DIRECTORS' REMUNERATION REPORTB-1
Annual StatementB-1
Directors’ Remuneration PolicyB-4
Directors’ shareholdings and share interests (Audited)B-18
ANNEX C: THIRD AMENDED & RESTATED 2018 OMNIBUS MANAGEMENT SHARE AND CASH INCENTIVE PLANC-1

References in this Proxy Statement to “Cushman & Wakefield,” “Cushman,” the “Company,” the “Group,” “we,” “us” or “our” refer to Cushman & Wakefield plc and all of its consolidated subsidiaries, unless the context indicates otherwise. References to the “Board” refer to our Board of Directors.

CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT7
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.