Cushman & Wakefield plc
For the period ended May 15, 2025. Filed Apr 4, 2025.
View on SEC.govAbout 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
Contents
Cover page
Show cover page
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 STATEMENT | 1 |
|---|
| 2 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |
| CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 3 |
|---|
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.
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.
| 4 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |
PROXY SUMMARY INFORMATION
Voting Matters and Board Recommendations
Voting Matters and Board Recommendations
| Proposal | Board 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.
| Name | Age | DirectorSince | Principal/Most Recent Occupation | Other U.S. PublicCompany Boards |
|---|---|---|---|---|
| MICHELLE FELMAN(1) | 62 | 2023 | Former Co-Head of Acquisitions and Capital Markets, Vornado Realty Trust | One |
| JENNIFER McPEEK(1) | 55 | 2024 | Former Chief Financial Officer & Chief Operating Officer, Janus Henderson Investors | Two |
(1)Independent Director
| CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT | 5 |
|---|
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
| 6 | CUSHMAN & WAKEFIELD | 2025 PROXY STATEMENT |
| PROXY SUMMARY INFORMATION | 4 |
|---|---|
| Voting | 4 |
| Voting Matters and Board Recommendations | 5 |
| Summary of Director Nominees | 5 |
| 2024 Highlights | 6 |
| CORPORATE GOVERNANCE | 8 |
| Highlights | 8 |
| Board Experience, Expertise and Skills | 9 |
| Director Nomination Criteria:Qualifications, Skills and Experience | 11 |
| 2025 Director Nominees | 12 |
| Continuing Directors | 14 |
| Board Composition | 20 |
| Director Independence | 20 |
| Independent Director Meetings | 21 |
| Board Leadership Structure | 21 |
| Director Compensation Program | 22 |
| Succession Planning | 23 |
| Compensation Committee Interlocks and Insider Participation | 23 |
| Board Role in Enterprise Risk Oversight | 24 |
| Board Meetings and Committees | 25 |
| Share Ownership Policy | 27 |
| Policies on Hedging, Pledging and Insider Trading | 27 |
| PROPOSAL 1 – Election of Directors | 28 |
| AUDIT AND OTHER FEES | 29 |
| Pre-Approval Policies and Procedures | 29 |
| Audit Committee Report | 29 |
| PROPOSAL 2 – Ratification of Independent Registered Public Accounting Firm | 31 |
| PROPOSAL 3 – Appointment of U.K. Statutory Auditor | 32 |
| PROPOSAL 4 – Audit Committee Authorization to Determine Compensation of U.K. Statutory Auditor | 33 |
| COMPENSATION DISCUSSION AND ANALYSIS | 34 |
| Executive Officers | 34 |
| 2024 Company Performance and Highlights | 36 |
| Review of Compensation Practices | 36 |
| Compensation Philosophy and Objectives | 37 |
| Compensation-Setting Process | 37 |
| Clawback Policy | 39 |
| Chairman Transition | 39 |
| Compensation Elements | 40 |
| Compensation-Related Risk Assessment | 47 |
| Practices Related to the Grant of Equity Awards | 47 |
| Tax Considerations | 47 |
| Compensation Committee Report | 48 |
| Executive Compensation Tables | 49 |
|---|---|
| Employment Arrangements | 54 |
| Potential Payments Upon Termination or Change in Control | 58 |
| CEO Pay Ratio | 60 |
| Pay Versus Performance | 61 |
| PROPOSAL 5 – Advisory Vote on Compensation of Named Executive Officers | 65 |
| PROPOSAL 6 – Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation | 66 |
| PROPOSAL 7 – Advisory Vote on Directors’ Remuneration Report | 67 |
| PROPOSAL 8 – Approval of an Amendment to Our Omnibus Management Share and Cash Incentive Plan | 68 |
| SECURITY OWNERSHIP | 74 |
| EQUITY COMPENSATION PLAN INFORMATION | 75 |
| CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS | 76 |
| OTHER IMPORTANT INFORMATION FOR SHAREHOLDERS | 77 |
| Special Note Regarding Forward Looking Statements | 77 |
| Communications with the Board | 77 |
| Submission of Shareholder Proposals and Board Nominees | 78 |
| Shareholder Rights under English Law | 78 |
| Shareholder Requests under the U.K. Companies Act | 79 |
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING | 80 |
| Voting Instructions and Information | 80 |
| ANNEX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES | A-1 |
| Use of Non-GAAP Financial Measures | A-1 |
| Adjustments to U.S. GAAP Financial Measures Used to Calculate Non-GAAP Financial Measures | A-1 |
| Reconciliations of Non-GAAP financial measures | A-2 |
| ANNEX B: DIRECTORS' REMUNERATION REPORT | B-1 |
| Annual Statement | B-1 |
| Directors’ Remuneration Policy | B-4 |
| Directors’ shareholdings and share interests (Audited) | B-18 |
| ANNEX C: THIRD AMENDED & RESTATED 2018 OMNIBUS MANAGEMENT SHARE AND CASH INCENTIVE PLAN | C-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 STATEMENT | 7 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.