CUSHMAN�& WAKEFIELD PLC - DEF 14A

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

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	Definitive Proxy Statement
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Cushman & Wakefield plc

(Name of Registrant as Specified in Its Charter)

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

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MESSAGE FROM THE CEO JOHN FORRESTER I APRIL 6, 2023 225 West Wacker Drive Suite 3000 Chicago, Illinois 60606 Dear Fellow Shareholder: On behalf of the Board of Directors and management of Cushman & Wakefield plc, I am pleased to share with you the enclosed materials relating to our annual general meeting of shareholders for 2023, which is being held on May 11, 2023 at our offices at 1290 Avenue of the Americas, 7th Floor, New York, New York 10104 at 9:00 a.m. (Eastern Time). The notice of meeting and proxy statement that follow describe the business that we will consider at the meeting. We hope that you will be able to attend the meeting. However, regardless of whether you plan to attend the meeting, your vote is very important. We are pleased to offer multiple options for voting your ordinary shares. You may vote by telephone, via the internet or by mail, as described in the accompanying proxy statement. Thank you for your support of Cushman & Wakefield plc.

	Sincerely yours, JOHN FORRESTER Chief Executive Officer

CUSHMAN & WAKEFIELD | 2023 PROXY STATEMENT

MAY 11, 2023

9:00 a.m. (Eastern Time)
1290 Avenue of the Americas
7th Floor, Central Park Conference Room
New York, New York 10104

AGENDA:

1. Election of the three Class II Board nominated directors named in the Proxy Statement: Brett White, Jodie McLean and Billie Williamson.

2. Ratification of KPMG LLP as our independent registered public accounting firm.

3. Appointment of KPMG LLP as our U.K. Statutory Auditor.

4. Authorization of the Audit Committee to determine the compensation of our U.K. Statutory Auditor.

5. Non-binding, advisory vote on the compensation of our Named Executive Officers as disclosed in the Proxy Statement (“Say-on-Pay”).

6. Non-binding, advisory vote on our director compensation report.

7. Approval of our amended director compensation policy.

8. Authorization of the Board to allot new shares in the Company and to grant rights to subscribe for, or to convert any security into, ordinary shares of the Company.

9. Authorization of the Board to disapply pre-emption rights when the Board allots ordinary shares of the Company for cash (special resolution).

By Order of the Board of Directors

BRETT WHITE

Executive Chairman

April 6, 2023

NOTICE

OF 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Only shareholders of record as of March 24, 2023 (the “Record Date”) will be entitled to attend and vote at the 2023 annual general meeting of shareholders (the “Annual Meeting”) and any adjournments or postponements thereof.

Regardless of whether you plan to attend the Annual Meeting in person, we encourage you to vote your ordinary shares by proxy by completing and returning your proxy card; submitting your votes via the internet by going to www.investorvote.com/CWK and following the instructions provided; by telephone, using the number shown on the notice or proxy card; or in person during the Annual Meeting. Any shareholder attending the Annual Meeting may vote in person even if that shareholder previously returned a proxy. You will need to bring a picture ID and proof of ownership of Cushman & Wakefield plc ordinary shares as of the Record Date to enter the Annual Meeting. If your ordinary shares are held in the name of your broker, bank or other nominee and you want to vote in person at the Annual Meeting, then you will need to obtain a legal proxy from the institution that holds your ordinary shares indicating that you were the beneficial owner of our ordinary shares on the Record Date.

This Proxy Statement and accompanying proxy card are first being mailed to shareholders on or about April 6, 2023.

References in this Proxy Statement to “Cushman,” the “Company,” the “Group,” “we,” “us” or “our” refer to Cushman & Wakefield plc and include all of its consolidated subsidiaries, unless otherwise indicated or the context requires otherwise. References to the “Board” refer to our Board of Directors. Copies of our U.S. Annual Report for the year ended December 31, 2022, including financial statements, and our U.K. Annual Report and Statutory Accounts for the year ended December 31, 2022, are being mailed simultaneously with this Proxy Statement to each shareholder and will also be available at http://ir.cushmanwakefield.com.

CUSHMAN & WAKEFIELD | 2023 PROXY STATEMENT

PROXY SUMMARY INFORMATION

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 and Annual Report before voting.

Voting

Shareholders of record as of March 24, 2023 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 or voter instruction form.

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

		MAIL
		Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.

		IN PERSON
		If you plan to attend the meeting, you will need to bring a picture ID and proof of ownership of Cushman & Wakefield plc 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 of our ordinary shares on March 24, 2023.

CUSHMAN & WAKEFIELD | 2023 PROXY STATEMENT

Voting Matters and Board Recommendations

Proposal	Board Vote Recommendations
Election of directors (page 9)		FOR each Director Nominee
Ratification of KPMG LLP as independent registered public accounting firm (page 24)		FOR
Appointment of KPMG LLP as U.K. Statutory Auditor (page 27)		FOR
Authorization of the Audit Committee to determine the compensation of the U.K. Statutory Auditor (page 28)		FOR
Non-binding, advisory vote on the compensation of Named Executive Officers as disclosed in the Proxy Statement (“Say-on-Pay”) (page 29)		FOR
Non-binding, advisory vote on the director compensation report (page 61)		FOR
Vote to approve our amended director compensation policy (page 62)		FOR
Vote to authorize the Board to allot new shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (page 64)		FOR
Special resolution to authorize the Board to disapply pre-emption rights when the Board allots shares in the Company for cash (page 66)		FOR

Summary of Board Nominees

The following table provides summary information about each of the director nominees who is being voted on by shareholders at the Annual Meeting.

Name		Age	Director Since	Principal/Most Recent Occupation	Committees	Other Public Company Boards
	BRETT WHITE	63	2015	Executive Chairman of Cushman & Wakefield plc; and CEO of Discovery Land Company	None	None
	JODIE MCLEAN*	54	2018	Chief Executive Officer of EDENS	Compensation, and Nominating and Corporate Governance	None
	BILLIE WILLIAMSON*	70	2018	Former Senior Assurance Partner at Ernst & Young	Audit	Two


*	Independent Director

CUSHMAN & WAKEFIELD | 2023 PROXY STATEMENT

Executive Compensation Highlights

Our Philosophy

Our compensation philosophy is to provide an attractive, flexible and effective compensation package to our executive officers that is tied to our corporate performance and aligned with the interests of our shareholders. Our executive compensation program is designed to help us recruit, motivate and retain the caliber of executive officers necessary to deliver consistent high performance to our clients, shareholders and other stakeholders.

One of our growth strategies is to recruit, hire and retain top talent. Our employees produce superior client results and position us to win additional business across our platform. We believe our people are the key to our business, and we have instilled an atmosphere of collective success. Our compensation policies and practices also allow us to communicate our goals and standards of conduct and performance and to motivate and reward employees for their achievements. In addition to aligning executive compensation strongly with shareholder interests, the same principles governing the compensation of our executive officers also apply to the compensation of all our employees, which include:

	•	Retain and hire the best leaders.
	•	Pay for performance.
	•	Reward long-term growth and profitability.
	•	Tie compensation to business performance.
	•	Ensure accountability to our company values and behaviors.
	•	Limited personal benefits.

Last Year’s Say-on-Pay Vote

At our 2022 annual general meeting of shareholders, shareholders showed strong support for our 2021 executive compensation program, with 95.6% of the votes cast in favor of approving, on an advisory basis, the compensation of our Named Executive Officers (as defined below). The Compensation Committee considered this result, and given the high level of support, did not make any significant changes to our executive compensation program specifically as a result of this “say-on-pay” vote. For 2023, the Compensation Committee kept the design of our executive compensation program intact while adjusting the incentive metrics to reflect Company and shareholder priorities.

2022 Business Highlights

Cushman & Wakefield plc (together with its subsidiaries, “Cushman & Wakefield,” the “Company,” the “Group,” “we,” “ours” or “us”) is a leading global commercial real estate services firm that makes a meaningful impact for our people, clients, communities and world. Led by an experienced executive team and driven by approximately 52,000 employees in over 400 offices and approximately 60 countries, we deliver exceptional value for real estate occupiers and owners, managing over 5.1 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 a comprehensive offering of services including (i) Property, facilities and project management, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services. In 2022, 2021 and 2020, we generated revenues of $10.1 billion, $9.4 billion and $7.8 billion, respectively, and service line fee revenue of $7.2 billion, $6.9 billion and $5.5 billion, respectively.

Since 2014, we have built our company organically and through various mergers and acquisitions, giving us the scale and global footprint to effectively serve our clients’ multinational businesses. The result is a global real estate services firm with the iconic, more than 100-year-old, Cushman & Wakefield brand.

Our recent history has been a period of rapid growth and transformation for our company. Our experienced management team has been focused on integrating companies, driving operating efficiencies, realizing cost savings, attracting and retaining top talent and improving financial performance. Today, Cushman & Wakefield is one of the top three real estate services providers as measured by revenue and workforce. We have gained third-party recognition as a provider and employer of choice, having consistently been named in the top three in our industry’s leading brand study, the Lipsey Company’s Top 25 Commercial Real Estate Brands, and the world’s best commercial real estate advisor and consultant by Euromoney.

For more complete information regarding our year 2022 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2022.

CUSHMAN & WAKEFIELD | 2023 PROXY STATEMENT

TABLE OF CONTENTS

PROXY SUMMARY INFORMATION	04
Voting	04
Voting Matters and Board Recommendations	05
Summary of Board Nominees	05
Executive Compensation Highlights	06
2022 Business Highlights	06
Special Note Regarding Forward Looking Statements	08
PROPOSAL 1 – Election of Directors	09
Director Nomination Criteria: Qualifications, Skills and Experience	09
2023 Director Nominees	10
CORPORATE GOVERNANCE	12
Board Diversity	12
Shareholder Recommendations of Director Candidates	12
Director Independence	13
Independent Director Meetings	13
Board Composition	13
Board Leadership Structure	14
Succession Planning	15
Compensation Committee Interlocks and Insider Participation	15
Board of Directors’ Role in Risk Oversight	15
Codes of Business Conduct	16
Board Meetings and Committees	16
Our Commitment to ESG Excellence	18
Human Capital Resources and Management	20
Stock Ownership Policy	22
Policies on Hedging, Pledging and Insider Trading	22
Tax Considerations	22
Communications with the Board	23
Submission of Shareholder Proposals and Board Nominees	23
PROPOSAL 2 – Ratification of Independent Registered Public Accounting Firm	24
AUDIT AND OTHER FEES	25
Pre-Approval Policies and Procedures	25
Audit Committee Report	25
PROPOSAL 3 – Appointment of U.K. Statutory Auditor	27
PROPOSAL 4 – Audit Committee Authorization to Determine Compensation of U.k. Statutory Auditor	28
PROPOSAL 5 – Advisory Vote on Compensation of Named Executive Officers	29
COMPENSATION DISCUSSION AND ANALYSIS	31
2022 Management Changes	31
Review of Compensation Practices	31
Compensation Philosophy and Objectives	32
Compensation Mix	32
Compensation-Setting Process	32
Compensation-Related Risk Assessment	34
Compensation Elements	34
Report of the Compensation Committee	40
Executive Compensation Tables	41
Employment Arrangements	45
Potential Payments Upon Termination or Change in Control	49
Director Compensation Program	50
CEO Pay Ratio	52
Pay Versus Performance	52
DIRECTORS AND EXECUTIVE OFFICERS	56
Directors	56
Executive Officers	59
PROPOSAL 6 – Advisory Vote on Director Compensation Report	61
PROPOSAL 7 – Approval of the Amended Director Compensation Policy	62
PROPOSAL 8 – Authorization of the Board to Allot New Shares in the Company and to Grant Rights to Subscribe for, or to Convert any Security into, Shares in the Company	64
PROPOSAL 9 – Special Resolution to Authorize the Board to Disapply Pre-Emption Rights when the Board Allots Shares in the Company for cash	66
SECURITY OWNERSHIP	68
EQUITY COMPENSATION PLAN INFORMATION	70
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS	71
GENERAL INFORMATION ABOUT THE ANNUAL MEETING	72
ANNEX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES	A-1
ANNEX B: DIRECTOR REMUNERATION REPORT	B-1

CUSHMAN & WAKEFIELD | 2023 PROXY STATEMENT

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Special Note Regarding Forward Looking Statements

This Proxy Statement contains forward-looking statements. All statements contained in this Proxy Statement other than statements of historical fact, including statements relating to trends in or expectations relating to the expected effects of our initiatives, strategies, and plans, as well as trends in or expectations regarding our financial results and long-term growth model and drivers, and regarding our business strategy and plans and our objectives for future operations, are forward-looking statements. The words “can,” “believe,” “may,” “will,” “continue,” “anticipate,” “intend,” “expect,” “seek,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the Securities and Exchange Commission (the “SEC”), including the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2022. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Proxy Statement may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results. We assume no obligation to update any of these forward-looking statements after the date of this Proxy Statement.

CUSHMAN & WAKEFIELD | 2023 PROXY STATEMENT

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PROPOSAL 1

ELECTION OF DIRECTORS

Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the three Class II directors identified in this Proxy Statement for election at the Annual Meeting to hold office until the annual general meeting of shareholders to be held in 2026 and the election of their successors. All of the directors were nominated to serve on the Board based on:

	•	outstanding achievement in their professional careers,
	•	broad experience,
	•	personal and professional integrity,
	•	their ability to make independent, analytical inquiries,
	•	financial literacy,
	•	mature judgment,
	•	high-performance standards,
	•	familiarity with our business and industry, and
	•	an ability to work collegially.

We also believe that all of our director nominees have a reputation for honesty and adherence to high ethical standards. Each agreed to be named in this Proxy Statement and to serve if elected.

Director Nomination Criteria: Qualifications, Skills and Experience

The criteria for selecting director candidates is set out in the Corporate Governance Guidelines and in the charter of the Nominating and Corporate Governance Committee. Both of these documents are available at https://ir.cushmanwakefield.com/governance/governance-documents. In evaluating candidates, the Board seeks individuals of high integrity and good judgment who have a record of accomplishment in their chosen fields, and who display the independence of mind and strength of character to effectively represent the best interests of all shareholders and provide practical insights and diverse perspectives. In connection with its annual recommendation of director nominees, the Nominating and Corporate Governance Committee assesses the contributions of incumbent directors eligible for nomination for a further term.

The Nominating and Corporate Governance Committee is responsible for identifying and screening candidates, for developing and recommending to the Board criteria for nominees, for evaluating candidates recommended or nominated by shareholders, for recommending to the Board all nominees for election to the Board at the annual general meeting of shareholders, and for recommending any other action with respect to candidates nominated by shareholders. The Corporate Governance Guidelines and the charter of the Nominating and Corporate Governance Committee authorize the Nominating and Corporate Governance Committee to determine the qualifications, qualities, skills and other expertise required to be a director but also sets out the following minimum qualification requirements:

	•	integrity,
	•	strength of character,
	•	judgment,
	•	business experience,
	•	specific areas of expertise,
	•	ability to devote sufficient time to attendance at and preparation for Board meetings,
	•	factors relating to composition of the Board (including size and structure), and
	•	principles of diversity.

CUSHMAN & WAKEFIELD | 2023 PROXY STATEMENT

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Although the Board does not have a specific diversity policy, the Board and Nominating and Corporate Governance Committee actively seek and believe the Board significantly benefits from a diversity of backgrounds on the Board, including diversity with respect to gender, race, ethnic and national background, geography, age and sexual orientation.

The Board has not introduced term or age limits. While term limits could help ensure that fresh ideas and viewpoints are available to the Board, they hold the disadvantage of losing the contribution of directors who have been able to develop, over a period of time, increased insight into the Company and its operations and, therefore, provide significant contributions to the Board as a whole.

The Nominating and Corporate Governance Committee may consider candidates for the Board from any reasonable source, including from a search firm engaged by the Nominating and Corporate Governance Committee or shareholder recommendations.

Although we do not have a formal policy with regard to the consideration of any director nominees recommended by shareholders, a shareholder or group of shareholders may recommend potential candidates for consideration. We do not have such a policy because the Nominating and Corporate Governance Committee believes that it can adequately evaluate any such nominees on a case-by-case basis.

Shareholders seeking to request that an individual be nominated as a director must generally deliver any such request and accompanying information in writing to the Corporate Secretary at 225 West Wacker Drive, Suite 3000, Chicago, Illinois 60606 not earlier than the close of business on the one hundred and twentieth (120) calendar day nor later than the close of business on the ninetieth (90) calendar day prior to the date of the first anniversary of the preceding year’s annual general meeting. The request must include all information relating to such director nominee that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to be named in the proxy statement as nominee and to serve as a director if elected. In addition, the request must include, among other things:

	•	the nominating shareholder’s or shareholders’ name(s) and address(es) as they appear on the Company’s books;
	•	the class and number of shares beneficially owned by the nominating shareholder(s);
	•	any other information relating to such shareholder(s) that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies pursuant to Regulation 14A under the Exchange Act; and
	•	to the extent known by the shareholder(s) giving notice, the name and address of any other shareholder(s) supporting the election of the director candidate.

2023 Director Nominees

BRETT WHITE

QUALIFICATIONS, ATTRIBUTES AND SKILLS:

The Board believes that Mr. White’s extensive experience, global leadership and knowledge of commercial real estate qualify him to serve on the Board.

Age: 63

Director

Since: 2015

Committees:

None

Class II

Director

Mr. White is the current Executive Chairman of Cushman & Wakefield, a role he has held since 2015. From 2015 until December 31, 2021, Mr. White served as both Chief Executive Officer and Executive Chairman of the firm. Prior to joining Cushman & Wakefield, Mr. White had a 28-year career with CBRE, serving as Chief Executive Officer from 2005 to 2012 and President from 2001 to 2005. He was also a member of CBRE’s board of directors from 1998 to 2013. Mr. White currently serves as the Chief Executive Officer of Discovery Land Company, a luxury residential community developer, a position he has held since January 1, 2022. Mr. White also serves on the board of directors of Discovery Land Company. Previously, Mr. White served as a trustee of the University of San Francisco and as a member of the board of directors for Edison International, Southern California Edison, Realogy Holdings Corporation and Mossimo, Inc. Mr. White holds a B.A. in Biology from the University of California, Santa Barbara.

CUSHMAN & WAKEFIELD | 2023 PROXY STATEMENT

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JODIE MCLEAN

QUALIFICATIONS, ATTRIBUTES AND SKILLS:

The Board believes that Ms. McLean’s 25 years of real estate, investment and management expertise qualify her to serve on the Board.

Age: 54

Director

Since: 2018

Committees:

Compensation, Nominating and Corporate Governance

Class II

Director

Ms. McLean was appointed to the Board in 2018. Ms. McLean has served as the Chief Executive Officer of EDENS, a retail real estate owner, operator and developer, since 2015. Prior to that she served as President and Chief Investment Officer of EDENS from 2002. Ms. McLean also serves on the board of directors of Wofford College and The Richmond Federal Reserve Bank. She previously served on the board of directors of Extended Stay America, Inc. (NASDAQ: STAY) from 2017 to 2021. She holds a B.S. from the University of South Carolina and a degree from South Carolina Honors College.

BILLIE WILLIAMSON

QUALIFICATIONS, ATTRIBUTES AND SKILLS:

The Board believes that Ms. Williamson’s significant expertise and leadership in finance, accounting and public company governance qualify her to serve on the Board.

Age: 70

Director

Since: 2018

Committees:

Audit

Class II

Director

Ms. Williamson was appointed to the Board in 2018. Ms. Williamson served in various roles at Ernst & Young L.L.P., most recently in the role of Senior Assurance Partner, from 1974 to 1993 and 1998 to 2011. She was Senior Vice President, Finance and Corporate Controller at Marriott International, Inc. from 1996 to 1998, and Chief Financial Officer at AMX Corporation, from 1993 to 1996. Ms. Williamson currently serves on the board of directors of Pentair plc (NYSE: PNR) and Cricut, Inc. (NASDAQ: CRCT), and she previously served on the board of directors of Kraton Corporation, XL Group Ltd., CSRA Inc., Janus Capital Group, Annie’s Inc., and Exelis, Inc., among others. She holds a B.B.A. from Southern Methodist University.

Required Vote

A nominee must receive more votes “FOR” than “AGAINST” her or his re-election in order to be re-elected. Shareholders may vote “FOR” or “AGAINST” all three or any of the nominees or may elect to “ABSTAIN” their vote for all three or any of the nominees. Votes to “ABSTAIN” with respect to a nominee and broker non-votes are not considered votes cast, and so will not affect the outcome of the nominee’s election.

Recommendation

FOR

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ALL OF THE NOMINEES.

CUSHMAN & WAKEFIELD | 2023 PROXY STATEMENT

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CORPORATE GOVERNANCE

Corporate Governance

Compensation Accountability

Shareholder Rights

• 10 directors, 8 of whom are independent

• Independent lead director

• Regular executive sessions of independent directors

• All Board committees consist entirely of independent directors

• Robust Global Code of Business Conduct and other governance policies

• Share ownership requirements for non-employee directors and executive officers

• Policy restricting trading, and prohibiting hedging and short- selling, of our shares

• Compensation clawback policy for executive officers

• No gross-up for tax liabilities

• Shareholder rights to call special meetings

• Majority voting requirement for directors in uncontested elections

• Annual advisory Say-on-Pay vote

Board Diversity

The following charts summarize the racial and ethnic and gender diversity, independence, tenure and age of our current directors.

Shareholder Recommendations of Director Candidates

If you are a shareholder who would like to recommend a candidate for our Nominating and Corporate Governance Committee to consider for possible inclusion in our 2024 proxy statement, you must send notice to our Corporate Secretary at 225 West Wacker Drive, Suite 3000, Chicago, Illinois 60606, by registered, certified or express mail, and provide a brief biography of the recommended candidate, a document indicating the recommended candidate’s willingness to serve if elected, and evidence of your share ownership. The Nominating and Corporate Governance Committee or its chair will then consider the recommended director candidate in accordance with the criteria for director selection described under “Proposal 1 Election of Directors—Director Nomination Criteria: Qualifications, Skills and Experience” on page 9.

CUSHMAN & WAKEFIELD | 2023 PROXY STATEMENT

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Director Independence

Since our initial public offering in August 2018, our ordinary shares have been listed on the New York Stock Exchange (“NYSE”). Subject to certain exceptions, the NYSE rules require that (i) independent directors comprise a majority of a listed company’s board of directors and (ii) each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Members of the compensation committee and the audit committee of a listed company must also satisfy certain enhanced independence requirements under the NYSE rules and the Exchange Act, including Rule 10A-3.

The Board has undertaken a review of its composition, the composition of its committees and the independence of each director. For a director to be considered independent under the NYSE rules, the Board must affirmatively determine that the director has no material relationship with the Company (either directly or as a partner, shareholder or officer or an organization that has a relationship with the Company). Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the Board has determined that eight out of ten of our current directors are independent under NYSE rules. The independent directors are Angelique Brunner, Jonathan Coslet, Timothy Dattels, Jodie McLean, Anthony Miller, Lincoln Pan, Angela Sun and Billie Williamson. The Board also determined in 2022 that Richard McGinn, who served as a member of the Board and Audit and Compensation Committees until his retirement in August 2022, was independent under the NYSE rules. In addition, the Board has determined that Ms. Brunner, Ms. Sun and Ms. Williamson, who comprise our Audit Committee, and Mr. Dattels, Ms. McLean and Mr. Pan, who comprise our Compensation Committee, satisfy the heightened independence standards for those committees under the applicable rules of the NYSE and the Exchange Act.

Independent Director Meetings

Our independent directors regularly meet in executive session without management or management directors present. Our Lead Director presides at such meetings.

Board Composition

Our business and affairs are managed under the direction of the Board, which is currently comprised of ten directors. John Forrester joined the Board on January 1, 2022 in connection with his appointment as our Chief Executive Officer, and Richard McGinn resigned from the Board on August 4, 2022. Our Articles of Association provide that the Board will have a minimum of five and maximum of eleven directors. The Board is divided into three classes, with each director serving a three-year term and one class being elected at each year’s annual general meeting of shareholders. Mr. White, Ms. McLean and Ms. Williamson serve as Class II directors with a term expiring at the Annual Meeting. Mr. Forrester, Mr. Dattels, Mr. Pan and Ms. Sun serve as Class III directors with a term expiring at our annual general meeting in 2024. Ms. Brunner, Mr. Coslet and Mr. Miller serve as Class I directors with a term expiring at our annual general meeting in 2025. Upon the expiration of the term of office for each class of directors, each director in such class shall be elected for a term of three years and serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by a determination the directors then in office.

In connection with the closing of our initial public offering in 2018, we entered into a Shareholders’ Agreement (the “Shareholders’ Agreement”) with TPG Global, LLC. (together with its affiliates, “TPG”) and PAG Asia Capital (together with its affiliates, “PAG,” and collectively with TPG, the “Principal Shareholders”), and Ontario Teachers’ Pension Plan Board (“OTPP,” and collectively with the Principal Shareholders, the “Founding Shareholders”). The Shareholders’ Agreement provides that the Founding Shareholders have certain nomination rights to designate candidates for nomination to the Board. Subject to any restrictions under applicable law or the NYSE rules, each of TPG and PAG also has the ability to appoint one director to each Board committee, and OTPP has the ability to appoint a director to the Nominating and Corporate Governance Committee.

As set forth in the Shareholders’ Agreement, for so long as each of TPG and PAG own at least 7.5% of our total ordinary shares outstanding as of the closing of our initial public offering, TPG and PAG will each be entitled to designate for nomination two of the seats on the Board. Thereafter, each of TPG and PAG will be entitled to designate for nomination one director so long as they each own at least 2.5% of our total ordinary shares outstanding as of the closing of our initial public offering.

CUSHMAN & WAKEFIELD | 2023 PROXY STATEMENT

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Further, the Shareholders’ Agreement provides that for so long as OTPP owns at least 2.5% of our total ordinary shares outstanding as of the closing of our initial public offering, it will be entitled to designate for nomination one director on the Board. However, in June 2021, OTPP’s then-current nominee resigned from the Board. OTPP advised the Company at that time that it would not nominate a replacement and that it waived further exercise of its director nomination and Board committee appointment rights under the Shareholders’ Agreement.

We are required, to the extent permitted by applicable law, to take all necessary action (as defined in the Shareholders’ Agreement) to cause the Board and each Board committee to include certain persons designated by the Principal Shareholders in the slate of director nominees recommended by the Board for election by the shareholders and solicit proxies and consents in favor of such director nominees. Subject to the terms of the Shareholders’ Agreement, each Principal Shareholder agrees to vote its shares in favor of the election of the director nominees designated by each of the Principal Shareholders.

Pursuant to the Shareholders’ Agreement, Mr. Coslet and Mr. Dattels were designated by TPG as director nominees in 2018, and Mr. Pan and Mr. Miller were designated by PAG as director nominees in 2017 and 2021, respectively. None of these directors is standing for re-election at the Annual Meeting.

Board Leadership Structure

The following section describes the Board leadership structure, the reasons the Board considers that this structure is appropriate at this time, the roles of various positions and related key governance practices. The Board believes that the mix of experienced independent and non-independent directors that currently makes up the Board, the Board committee composition and the separation of the roles of Chairman and Chief Executive Officer benefit the Company and its shareholders.

Independence

The Board has an effective mix of independent directors and non-independent directors. The Board includes eight independent directors, including four representatives from our Principal Shareholders, and two management directors, Mr. Forrester and Mr. White.

Separate Chairman and Chief Executive Officer

With respect to the roles of Chairman and Chief Executive Officer, the Corporate Governance Guidelines provide that the roles may be separated or combined, and the Board will exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. The roles of Chairman and Chief Executive Officer currently are separated. The Board believes that this structure clarifies the individual roles and responsibilities of Chief Executive Officer and Chairman, streamlines decision-making, and enhances accountability.

The Board believes that, at this time, separating the roles of Chairman and Chief Executive Officer is the most effective leadership structure because it allows Mr. Forrester to focus on the management of the Company, day-to-day operations and engaging with external stakeholders.

Our Executive Chairman, Mr. White, focuses his attention on the broad strategic issues considered by the Board leveraging his strong public company background to provide strategic guidance and effective oversight of management, engaging with the Chief Executive Officer between Board meetings and providing overall guidance to our Chief Executive Officer. As our former Chief Executive Officer, Mr. White has valuable experience on the issues, challenges and opportunities we face, positioning him well to develop agendas and ensure that the Board’s time and attention are focused on the most critical matters.

Mr. White serves as the Executive Chairman of the Board and remains an employee of the Company. Due to his employment with the Company, Mr. White has not been deemed an independent director. When the Chairman of the Board is not an independent director, our Corporate Governance Guidelines provide that our independent directors shall elect from among themselves a Lead Director. Mr. Dattels currently serves as our Lead Director and is responsible for serving as liaison between the Executive Chairman and the independent directors, reviewing and providing input on meeting agendas and schedules for the Board, and presiding at executive sessions of the independent directors and any other Board meetings at which the Executive Chairman is not present, among other responsibilities.

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Self-Evaluation

The Nominating and Corporate Governance Committee annually leads the process of evaluating the performance of the Board as a whole. The chair of the Nominating and Corporate Governance Committee reports the Nominating and Corporate Governance Committee’s conclusions to the Board and makes recommendations to the Chairman regarding changes that the committee deems appropriate for consideration by the Board. The Nominating and Corporate Governance Committee also annually oversees the evaluation of the performance of each committee of the Board. As part of this process, each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee annually evaluate its performance as a committee. The chair of each committee reports that committee’s conclusions to the Board and may make recommendations for improvement to the Board.

Succession Planning

Succession planning and talent development are important at all levels within the Company. The Board is responsible for the oversight of the Company’s succession planning for our Chief Executive Officer and other executive officers, including identifying the skills, experience and attributes of being an effective leader in light of the Company’s business strategies, opportunities and challenges. This process is designed to prepare the Company for both expected successions, such as those arising from anticipated retirements, as well as those occurring when executives leave unexpectedly, or due to death, disability or other unforeseen events. The Board and the Compensation Committee review, at least annually, leadership development initiatives and short- and long-term succession plans for the Chief Executive Officer and our other executive officers, all in the context of the Company’s overall business strategy and with a focus on risk management. The Board may also from time to time retain outside advisors to assist it in assessing the Company’s senior leadership and identifying developmental needs. In addition, the Chief Executive Officer may provide regular assessments to the Board of senior leaders and their potential to succeed at key senior management positions. As part of this process, potential leaders interact with Board members through formal presentations and during informal events to get exposure to the Board for purposes of leadership development.

Compensation Committee Interlocks and Insider Participation

During 2022, the members of the Compensation Committee were Mr. Dattels, Ms. McLean, Mr. Pan and Mr. McGinn. None of the members of the Compensation Committee (a) was an officer or employee of the Company or any of its subsidiaries, (b) was a former officer of the Company or any of its subsidiaries, or (c) had any related party relationships requiring disclosure under Item 404 of Regulation S-K. During 2022, no executive officer of the Company served as a member of the board of directors or on the compensation committee of any other company, one of whose executive officers or directors serve or served as a member of the Board or our Compensation Committee.

Board of Directors’ Role in Risk Oversight

The Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. A fundamental part of risk management is not only understanding the most significant risks a company faces and what steps management is taking to manage those risks but also understanding what level of risk is appropriate for a given company. The involvement of our full Board in reviewing our business is an integral aspect of its assessment of the Company’s risk profile and also its determination of what constitutes an appropriate level of risk.

While our full Board has overall responsibility for risk oversight, it has delegated primary oversight of certain risks to its committees. Our Audit Committee monitors our major financial risk exposures, cybersecurity risks, and legal and compliance risks, and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee is committed to the prevention, timely detection, and mitigation of the effects of cybersecurity threats or incidents to the Company. Our Compensation Committee oversees the design and implementation of

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our compensation and benefits programs and policies and monitors the incentives created by these programs and policies to determine whether they encourage excessive risk-taking. Our Compensation Committee also assesses the relationship between risk management policies and practices and compensation, and evaluates compensation policies and practices that could mitigate any such risk. Our Nominating and Corporate Governance Committee oversees our major corporate governance risks.

The Board appreciates the evolving nature of our business and industry and is actively involved with monitoring new threats and risks as they emerge. In connection with its reviews of the operations of our business, our full Board addresses the primary risks associated with our business, such as strategic direction and objectives. The Executive Chairman ensures that there is sufficient time on the Board agenda for risk management. We are committed to ensuring the Board and its committees are consistently updated on threats to our business and receive consistent

SEC Form DEF 14A filed by Cushman & Wakefield plc