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Cushman & Wakefield Ltd.

For the period ended May 14, 2026. Filed Apr 3, 2026.

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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 14, 2026 · Filed Apr 3, 2026

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 Ltd.

(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.

225 West Wacker DriveSuite 3000Chicago, Illinois 60606Dear Fellow Shareholder:At Cushman & Wakefield we are driven by our desire to make an impact – for the real asset ecosystem, for our communities, and for you – our shareholders. Over the past few years, “Better never settles” has become our rallying cry, in no small part because of how it perfectly captures how we think about our impact. Our impact is never complete. It is not a point in time, nor is it confined by geography or a single unit of measurement. By design, our impact is meant to be replete and longstanding.Every day our approximately 53,000 employees worldwide are inspired by the challenge to serve our clients and communities, better. We pride ourselves in ‘out thinking’ and ‘out doing’, and we revel in the fact that we sit at the intersection of both. We are motivated by the desire to solve complex problems and we know that, now more than ever, complexity is the norm – ever faster, ever changing, and ever important.After more than 100 years of existence, our iconic brand is one of our most valuable assets. We take seriously our responsibility to honor its history, while also ensuring its longevity. As the world’s complexity increases, we are always adapting, analyzing trends, leveraging new technologies, and rethinking our approach to ensure our valuable impact is felt – by you, and for you, for another century to come. After all, Better never settles.Sincerely,MICHELLE MACKAYChief Executive Officer

We are motivated by the desire to solve complex problems and we know that, now more than ever, complexity is the norm..."

CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT1

225 West Wacker Drive

Suite 3000

Chicago, Illinois 60606

Dear Fellow Shareholder:

On behalf of Cushman & Wakefield Ltd., I am pleased to share with you the enclosed materials relating to our 2026 annual general meeting of shareholders (the “Annual Meeting”). The Annual Meeting is being held on May 14, 2026 at 9:00 a.m. (Eastern Time) via webcast. The enclosed notice of Annual Meeting and proxy statement ("Proxy Statement") provide more details and outline the business matters to be addressed during the Annual Meeting.

We believe that hosting our Annual Meeting virtually makes shareholder attendance more convenient and more accessible. It also helps us save money and ensure the physical security for all participants. We encourage you to join us from wherever you will be on May 14, 2026.

Thank you for your continued support of Cushman & Wakefield.

Sincerely,

NOELLE PERKINS

Executive Vice President, Chief Legal Officer & Secretary

2CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT
NOTICEOF 2026 ANNUALGENERAL MEETING OF SHAREHOLDERS
May 14, 20269:00 a.m. (Eastern Time)
LocationVia webcast at meetnow.global/MTNRSGW. There is no physical location for the Annual Meeting. Record DateShareholders of record as of the close of business on March 16, 2026 (“Record Date”) will be entitled to attend and vote at the Annual Meeting.Delivery DateOn or about April 3, 2026, our proxy materials (comprised of this notice of the Annual Meeting, the Proxy Statement, a proxy card or voting instruction form, and our Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Annual Report")), or the notice of internet availability of the proxy materials (“notice card”), are first being distributed or made available to shareholders.How to VoteINTERNET Visit www.envisionreports.com/CWK. You will need the multi-digit number included in your proxy card, voting instruction form or notice card.PHONECall +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.MAILIf 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 VIRTUAL ANNUAL MEETINGTo vote online during the virtual meeting, you will need to access the 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 the Proxy Statement (if you are a beneficial owner).Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 14, 2026This notice of Annual Meeting, the Proxy Statement and the 2025 Annual Report are available for viewing, printing and downloading at envisionreports.com/CWKYou may request a copy of the materials relating to the Annual Meeting, including our Proxy Statement and form of proxy card, as well as our 2025 Annual Report, by following the instructions on your notice card or by contacting our Investor Relations team by telephone at +1 (312) 338-7860 or by email at ir@cushwake.com.AGENDA:1.Election of the three nominees named in the Proxy Statement to the Board of Directors to a one-year term expiring at the 2027 annual general meeting: Jodie McLean, Timothy Wennes and Billie Williamson.2.Appointment of KPMG LLP as independent auditor for the year ending December 31, 2026 and authorization of the Audit Committee to set the independent auditor’s remuneration.3.Non-binding, advisory vote on the compensation of our Named Executive Officers as disclosed in the Proxy Statement ("Say on Pay").4.Approval of our 2026 Omnibus Share and Cash Incentive Plan.
By Order of the Board of DirectorsNOELLE PERKINSExecutive Vice President, Chief Legal Officer & SecretaryApril 3, 2026
CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT3

To assist you in reviewing the proposals to be voted upon at 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 Record Date may cast their votes in any of the following ways:

INTERNET

Visit www.envisionreports.com/CWK You will need the multi-digit number included in your proxy card, voting instruction form or 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 VIRTUAL ANNUAL MEETING

To vote online during the virtual Annual Meeting, you will need to access the Annual 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 Annual Meeting as described in this Proxy Statement (if you are a beneficial owner). If you attend and vote electronically during the virtual Annual Meeting, your vote during the Annual Meeting will replace any earlier vote.

4CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT

PROXY SUMMARY INFORMATION

Voting Matters and Board Recommendations

Voting Matters and Board Recommendations

ProposalBoard VoteRecommendations
Election of directors nominees named herein to a one-year term expiring at the 2027 annual general meeting (page 32)FOR each director nominee
Appointment of KPMG LLP as independent auditor for the year ending December 31, 2026 and authorization of the Audit Committee to set the independent auditor’s remuneration (page 35)FOR
Non-binding, advisory vote on the compensation of Named Executive Officers as disclosed in this Proxy Statement (“Say-on-Pay”) (page 64)FOR
Approval of our 2026 Omnibus Share and Cash Incentive Plan (page 65)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
JODIE MCLEAN (1)562018Chief Executive Officer, EDENSNone
TIMOTHY WENNES (1)582025Former Chief Executive Officer, Santander Holdings USANone
BILLIE WILLIAMSON (1)732018Former Partner, Ernst & Young LLPTwo

(1)Independent director

CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT5

PROXY SUMMARY INFORMATION

2025 Highlights

2025 Highlights

Overview

Cushman & Wakefield is a leading global commercial real estate services firm driven to solve complex problems for real estate occupiers and investors. Led by an experienced executive team, our approximately 53,000 employees in over 350 offices and nearly 60 countries provide exceptional problem-solving, advisory and execution across the built environment, and we manage approximately 6.5 billion square feet of commercial real estate globally. Our business is focused on meeting the increasing demands of our clients through comprehensive global offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.

We are a firm built around the belief that Better Never Settles. As an organization and as individuals, we will never settle for the world that’s been built, but relentlessly drive it forward for our clients, colleagues and communities. Our core values (Driven, Resilient, Inclusive, Visionary and Entrepreneurial) drive our business, create inspiration and help us provide value-added services to the built environment every day.

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 have strengthened our core operations, established a culture of operating with discipline and increased the level of data we use to make decisions, focusing on profitability and driving long-term growth. We have a balanced portfolio of businesses, generating consistent cash flow, and the Cushman & Wakefield brand is well known across the globe.

To support our vision, we plan to leverage the scale of our global platform and invest in advanced technologies to win new business, retain and expand existing client relationships while moving up the value chain and capture market share in high-growth asset classes, such as data centers. We aim to bring data-driven insights to clients, providing the most insightful and forward-thinking solutions.

In addition, we intend to continue investing in high-caliber talent, creating an environment where they can thrive and drive meaningful impact. By prioritizing our employees, we are building a high-performing company—one that is positioned to seize new opportunities, drive sustainable growth and set the standard for excellence in our industry.

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. With a client-centric operating model, we align ourselves to our clients’ success.

In December 2025, we presented our long-term strategic priorities and financial targets at our Investor Day. For more information regarding our 2025 performance, see our 2025 Annual Report.

Cushman & Wakefield Platform of Real Estate Services

6CUSHMAN & WAKEFIELD | 2026 PROXY STATEMENT
PROXY SUMMARY INFORMATION4
Voting4
Voting Matters and Board Recommendations5
Summary of Director Nominees5
2025 Highlights6
CORPORATE GOVERNANCE8
Highlights8
Board Experience, Expertise and Skills9
Director Nomination Criteria:Qualifications, Skills and Experience12
2026 Director Nominees13
Continuing Directors16
Board Composition23
Director Independence23
Independent Director Meetings23
Board Leadership Structure23
Director Compensation Program24
Succession Planning25
Compensation Committee Interlocks and Insider Participation26
Board Role in Enterprise Risk Oversight26
Board Meetings and Committees28
Share Ownership Policy31
Policies on Hedging, Pledging and Insider Trading31
PROPOSAL 1 – Election of Directors32
AUDIT AND OTHER FEES33
Pre-Approval Policies and Procedures33
Audit Committee Report33
PROPOSAL 2 – Approval and Appointment of Independent Auditor and Authorization for the Audit Committee to Set the Independent Auditor’s Remuneration35
COMPENSATION DISCUSSION AND ANALYSIS36
Executive Officers36
2025 Company Performance and Highlights38
Review of Compensation Practices38
Compensation Philosophy and Objectives39
Compensation-Setting Process39
Clawback Policy41
Compensation Elements42
Compensation-Related Risk Assessment50
Practices Related to the Grant of Equity Awards50
Compensation Committee Report50
Executive Compensation Tables51
Employment Arrangements54
Potential Payments Upon Termination or Change in Control58
CEO Pay Ratio60
Pay Versus Performance61
PROPOSAL 3 – Advisory Vote on Compensation of Named Executive Officers64
PROPOSAL 4 – Approval of our 2026 Omnibus Share and Cash Incentive Plan65
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 Nominees79
Shareholder Rights under Bermuda Law79
GENERAL INFORMATION ABOUT THE ANNUAL MEETING81
Voting Instructions and Information81
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-3
ANNEX B: 2026 OMNIBUS SHARE AND CASH INCENTIVE PLANB-1

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

CUSHMAN & WAKEFIELD | 2026 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.