DEF 14A 1 cwk013982-def14a.htm DEFINITIVE PROXY STATEMENT 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

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 below per Exchange Act Rules 14a-6(i)(1) and 0-11.

MESSAGE FROM THE CEO

MAY 30, 2025

Dear Fellow Shareholder:

We are proposing to redomicile our parent company from England and Wales to Bermuda. 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 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.

Summary of Key Objectives

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. The Redomiciliation will also allow us to 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 a stable corporate structure and capital flexibility.

Redomiciliation is Not Tax-Driven

The Redomiciliation is not tax driven and our subsidiaries’ jurisdictions of tax residence will not be changing.

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.


CUSHMAN & WAKEFIELD \| REDOMICILIATION PROXY STATEMENT		1

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

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

LETTER FROM THE EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER & SECRETARY: VOTING METHODS

Capitalized terms used but not otherwise defined in this Document have the meanings given to them in the section titled “Definitions” of this Document.

Date

July 15, 2025

Time

10:00 a.m. Eastern Time

Location

In person at 1290 Avenue of the Americas, 7^thFloor, New York, New York 10104.

Delivery Date

On or about May 30, 2025, our proxy materials are first being mailed or made available to Shareholders.

How To Vote

Shareholders of Record/Members

If your Cushman & Wakefield Shares are registered directly in your name on the Company’s
register of members maintained by the Transfer Agent, you are considered, with respect to
those Cushman & Wakefield Shares, the member and Shareholder of record (and, for
purposes of this Document, a Cushman & Wakefield Shareholder and, for purposes of
the Scheme, a Scheme Shareholder). If you are a Shareholder of record, please follow
the instructions below on how to vote:

INTERNET: Visit https://www.envisionreports.com/CWKSPC. You will need
the multi-digit number included in your Proxy Card(s) or notice regarding
the availability of proxy materials.

MAIL: You may send your completed and signed Proxy Card(s) to the address
on your Proxy Card(s).

AT THE MEETING: Attend the Meetings in-person.

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

Beneficial Owners of Shares

If your Cushman & Wakefield Shares are held in the name of a broker, bank or other nominee through the facilities of DTC, you are a beneficial owner of those Cushman & Wakefield Shares held in “street name”. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Cushman & Wakefield Shares. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your Cushman & Wakefield Shares are voted in the way you would like at the applicable Meeting. Your bank, broker or other nominee will send you specific instructions in this regard to vote your Cushman & Wakefield Shares.

Items to be Voted On:

Meeting	Matter for Approval		Board Recommendations
*Resolutions Which Must Be Approved for Redomiciliation To Become Effective*
Court Meeting	(1)	Scheme: Redomiciliation		Vote “FOR”
General Meeting	(1)	Approval of the Scheme		Vote “FOR”
	(2)	Cushman & Wakefield Reduction of Capital		Vote “FOR”
	(3)	Issuance of New Shares to New Cushman & Wakefield		Vote “FOR”
	(4)	Articles Amendment to Subject all Cushman & Wakefield Shares to the Scheme		Vote “FOR”
	(5)	Adjournment (in case of insufficient votes)		Vote “FOR”
*Non-Binding, Advisory Votes on Certain Governance Changes Implemented as Part of Redomiciliation*
Shareholders Meeting	(1)	Bye-law Provision: Board Declassification		Vote “FOR”
	(2)	Bye-law Provision: Removal of Directors Only for Cause		Vote “FOR”
	(3)	Bye-law Provision: Business Combinations		Vote “FOR”
	(4)	Bye-law Provision: Authorization of Preference Shares		Vote “FOR”
	(5)	Adjournment (in case of insufficient votes)		Vote “FOR”

To obtain the Shareholder approvals required to effect the Redomiciliation, we will be holding a series of back-to-back meetings to comply with certain U.S. and U.K. requirements.

These back-to-back meetings include the Court Meeting, a meeting ordered by the High Court of Justice of England and Wales, and the General Meeting, a related general meeting of Cushman & Wakefield Shareholders. Each of the Resolutions to be voted on at the Court Meeting and the General Meeting (other than the General Meeting Adjournment Resolution) must be approved by the requisite majority in order for the Redomiciliation to become effective.

In addition, due to applicable rules and regulations of the SEC, we are asking our Shareholders to vote, on a non-binding, advisory basis, on certain governance changes that we are proposing to implement in connection with the Redomiciliation at a separate Shareholders Meeting immediately following the General Meeting. The vote on each of the Advisory Resolutions to be voted on at the Shareholders Meeting (other than the Shareholders Meeting Adjournment Resolution) is only on an advisory basis and will not affect the approval of the Redomiciliation.

The New Cushman & Wakefield Shares will be listed on the NYSE, trading under the symbol “CWK”, the same symbol under which the Cushman & Wakefield Shares are currently trading.

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

We are asking Cushman & Wakefield Shareholders to approve the Redomiciliation via the Scheme and certain other related Resolutions. The Scheme will be approved if a majority in number who represent 75 percent or more in value of Cushman & Wakefield Shares present and voting, in person or by proxy, at the Court Meeting approve the Scheme. In addition, we are asking Shareholders to approve certain other matters related to the implementation of the Scheme. These matters require approval by at least 75 percent of the votes cast by Cushman & Wakefield Shareholders, in person or by proxy, at the General Meeting. Approval of each of these other matters by the requisite majority is a condition to the Scheme, and if any one of those matters is not so approved, the Redomiciliation will not occur.

If the Scheme is approved and becomes effective, Shareholders will become shareholders in New Cushman & Wakefield which will have certain different governance arrangements to Cushman & Wakefield. At the same time as seeking Shareholders’ approval for the Scheme, we are therefore also holding Shareholders’ advisory votes, on a non-binding basis, on some of the proposed terms of the New Cushman & Wakefield Bye-laws that are different from the current governance arrangements of Cushman & Wakefield.

These Advisory Resolutions will be considered approved if there is an affirmative vote of a majority of the votes cast by Shareholders, in person or by proxy at the Shareholders Meeting. However, the implementation of the Scheme is not conditional on approval of any of the Advisory Resolutions. Accordingly, a vote against any of the Advisory Resolutions will not count as a vote against the Scheme. Similarly, if any of the Advisory Resolutions are not approved by the requisite majorities, the Board expects to adopt the proposed New Cushman & Wakefield Bye-laws in substantially the form attached to this Document as the Annex. However, the Board reserves the right to exercise its discretion not to adopt the terms referred to in either Advisory Resolution No. 2 (Bye-law Provision: Removal of Directors Only for Cause) or No. 4 (Bye-law Provision: Authorization of Preference Shares) if the non-binding, advisory vote in respect of either such Advisory Resolution evidences substantial Shareholder opposition.

The Board has determined that the Scheme, including the Redomiciliation and the related governance changes, are in the best interests of Cushman & Wakefield and its Shareholders and, as such, has approved the proposal of the Scheme, including the Redomiciliation and those governance changes. The Board unanimously recommends that you vote “FOR” each of the Resolutions proposed at the Court Meeting, the General Meeting and the Shareholders Meeting, in each case, as described in this Document. All of the members of the Board and all of our executive officers have indicated that they currently intend to vote in favor of each of the Resolutions proposed at the Court Meeting, the General Meeting and the Shareholders Meeting with respect to the Cushman & Wakefield Shares they hold.

This Document provides you with detailed information about the Redomiciliation. We urge you to read all of the information contained and incorporated by reference in this Document, including the “Risk Factors” section, as well as the Annex hereto, carefully and in its entirety. Do not rely solely on this letter or the “Summary” section as a substitute for reading this Document in full.

All Cushman & Wakefield Shareholders are invited to attend the Meetings at which they are entitled to vote in person. Only holders of record of Cushman & Wakefield Shares as of 5:00 p.m. Eastern Time on May 27, 2025, the Notice Record Date, are entitled to notice of the Meetings or any adjournment thereof. 5:00 p.m. Eastern Time on May 27, 2025 will also serve as the record date for determining those holders of Cushman & Wakefield Shares held in “street name” beneficially through a bank, broker or other nominee within the facilities of DTC who are entitled to instruct such bank, broker or other nominee on how to vote those Cushman & Wakefield Shares at the Meetings.

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

The Voting Record Time, being the record date for determining those Cushman & Wakefield Shareholders who are entitled to vote their Cushman & Wakefield Shares at the Meetings will be 5:00 p.m. Eastern Time on July 3, 2025 or, if any Meeting is adjourned by 48 hours or more, on the date that is 10 days prior to the date fixed for the adjourned Meeting, or, if Cushman & Wakefield gives notice of the adjourned Meeting, and an entitlement time is specified in that notice, the time specified in that notice.

Your vote is important, regardless of the number of Cushman & Wakefield Shares you own. To make sure your Cushman & Wakefield Shares are represented at the Meetings, please submit your proxy or your instructions to your broker, bank or other nominee as soon as possible, whether or not you plan to attend the Meetings in person. If you have any questions or need assistance voting your Cushman & Wakefield Shares, please contact the Proxy Solicitor by calling +1(877) 750-9497 (within the U.S. and Canada) or +1(412) 232-3651. Brokers and banks may call +1(212) 750-5833.

Sincerely,

NOELLE J. PERKINS
Executive Vice President,
Chief Legal Officer & Secretary

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transaction described in this Document or the securities to be delivered in the Redomiciliation or determined if this Document is truthful or complete. Any representation to the contrary is a criminal offense.

Neither the Registrar of Companies in Bermuda nor the BMA or any other regulatory body in Bermuda has approved or disapproved of the transaction described in this Document or the securities to be delivered in the Redomiciliation or determined if this Document is truthful or complete. Any representation to the contrary is a criminal offense.

This Document is dated May 30, 2025 and, together with the Proxy Card(s) enclosed or provided under separate cover, is first being mailed or made available to Cushman & Wakefield Shareholders on or about May 30, 2025.

* * *

Important Notice Regarding the Availability of Proxy Materials for the Meetings to be Held on July 15, 2025

This Document and our Annual Report on Form 10-K for the year ended December 31, 2024 are available for viewing, printing and downloading at https://www.envisionreports.com/CWKSPC.

You may request a copy of the materials relating to the Meetings, including the Document and our Form 10-K for the year ended December 31, 2024 by following the instructions on your notice card, or by contacting our Investor Relations team by telephone at +1 312 338-7860 or by e-mail at ir@cushwake.com.

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

TABLE OF CONTENTS

DEFINITIONS	8
IMPORTANT NOTICES	12
Restricted Jurisdictions and Overseas Shareholders	12
Accounting Standards	13
Special Note Regarding Forward-Looking Statements	13
SUMMARY	14
The Redomiciliation	14
Other Information	21
QUESTIONS AND ANSWERS	22
Information about this Document	22
The Redomiciliation	22
The Meetings	27
Tax Matters	32
ACTION TO BE TAKEN	33
Voting at the Meetings	33
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	37
RISK FACTORS	39
Risks Associated with the Redomiciliation	39
Risks Relating to Regulation, Taxation and Structure	41
PART I – Explanatory Statement	45
PART II – Conditions to and Further Terms of the Scheme	69
PART III – The Scheme of Arrangement	71
PART IV – Taxation	77
Material U.K. Tax Consequences	77
The Redomiciliation	78
New Cushman & Wakefield Shares	79
Material Bermuda Tax Consequences	80
Material U.S. Federal Income Tax Consequences	81
Material U.S. Federal Income Tax Consequences of the Redomiciliation	81
Material U.S. Federal Income Tax Consequences for U.S. New Cushman & Wakefield Shareholders	82
PART V – Additional Information	84
Description of the New Cushman & Wakefield Shares	84
General	84
Share Capital	84
Preference Shares	84
Voting Rights	85
Dividends and Distributions	85
Variation of Class Rights	85
Meetings of Shareholders	86
Quorum	86
Advance Notice Procedures	86
Board of Directors—Election and Removal	87
Vacancies	88
Duties of Directors	88
Related Party Transactions	88
Amendments to New Cushman & Wakefield’s Memorandum of Association and Bye-laws	89
Supermajority Shareholder Voting Provisions	89
Takeovers	89
Shareholder Suits	90
Limitation on Liability and Indemnification	90
Access to Books and Records and Dissemination of Information	91
Transfers of Shares	91
Certain Provisions of Bermuda Law	91
Transfer Agent and Registrar	92
Comparison of the Rights of Cushman & Wakefield Shareholders and New Cushman & Wakefield Shareholders	92
Information on the Cushman & Wakefield and New Cushman & Wakefield Directors	110
Employee Benefit Plans	111
Independent Auditors	111
Where You Can Find More Information	111
Publication on Website	112
Other Information	112
Resolutions after the Redomiciliation	114
Postponements of the Meetings	114
Householding of Proxy Materials	114
PART VI – Notice of Court Meeting	115
PART VII – Notice of General Meeting	118
PART VIII – Notice of Shareholders Meeting	123
ANNEX A: NEW CUSHMAN & WAKEFIELD BYE-LAWS	A-1

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

Back to Contents

DEFINITIONS

The following definitions apply throughout this Document, unless the context requires otherwise.

“2016 Equity Incentive Plan”		DTZ Jersey Holdings Limited Management Equity Incentive Plan, amended and restated effective as of January 2016;
“2018 Omnibus Management Plan”		the Third Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan effective as of May 15, 2025, as the same may be further amended or restated;
“2018 Omnibus Non-Employee Director Plan”		the Second Amended & Restated 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan effective as of May 16, 2024, as the same may be further amended or restated;
“Adjournment Resolution”		the General Meeting Adjournment Resolution and the Shareholders Meeting Adjournment Resolution;
“Advisory Resolutions”		all of the non-binding, advisory resolutions to be proposed at the Shareholders Meeting, other than the Shareholders Meeting Adjournment Resolution;
“AMF”		the French Autorité des Marchés Financiers;
“Annex”		the annex attached to this Document;
“Annual General Meeting”		an annual general meeting of New Cushman & Wakefield Shareholders;
“Articles”		the articles of association of Cushman & Wakefield, as amended from time to time;
“Articles Amendment Resolution”		Resolution No. 4 to be proposed at the General Meeting concerning the amendment of the Articles;
“BEPS”		Base Erosion and Profit Shifting;
“Bermuda Companies Act”		the Companies Act 1981 of Bermuda and all other corporate and tax statutes in effect from time to time in Bermuda that govern Bermuda companies;
“BMA”		Bermuda Monetary Authority;
“Board”		the board of directors of Cushman & Wakefield;
“Business Day”		a day (excluding a Saturday, Sunday, public or bank holiday) on which banks generally are open for business in the City of London, City of Hamilton and City of New York for the transaction of normal banking business;
“Certificated” or “In Certificated Form”		not in uncertificated form (that is, not held in DTC);
“Check-the-Box Election”		has the meaning set forth in “Part I Explanatory Statement — 4. Check-the-Box Election” of this Document;
“CITA”		the Corporate Income Tax Act 2023;
“Code”		the Internal Revenue Code of 1986, as amended;
“Companies Act”		the United Kingdom Companies Act 2006 and any statutory modification or re-enactment thereof for the time being in force;
“Company” or “Cushman & Wakefield”		Cushman & Wakefield plc, a public limited company incorporated in England and Wales with registered number 11414195;
“Conditions”		the conditions to the implementation of the Scheme set forth in “Part II Conditions to and Further Terms of the Scheme” of this Document;
“Court”		the High Court of Justice of England and Wales;
“Court Hearing”		the hearing by the Court of the application to approve the Scheme;
“Court Meeting”		the meeting of the Scheme Shareholders convened by order of the Court pursuant to Part 26 of the Companies Act for July 15, 2025 to consider and, if thought fit, approve the Scheme, and any adjournment or postponement thereof, notice of which is set out in “Part VI Notice of Court Meeting” of this Document;

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

Back to Contents

“Court Meeting Resolution”		the resolution to be proposed at the Court Meeting;
“Court Order”		the order of the Court sanctioning the Scheme under Part 26 of the Companies Act and confirming the Cushman & Wakefield Reduction of Capital;
“CTA”		the U.K. Corporation Tax Act 2009;
“Cushman & Wakefield Equity Incentive Plans”		the 2018 Omnibus Management Plan, the 2018 Omnibus Non-Employee Director Plan and the 2016 Equity Incentive Plan together with any additional stock incentive plans approved by Shareholders by resolution at any general meeting of the Company’s Shareholders which may occur on or before the date of the Meetings;
“Cushman & Wakefield Group”		the Cushman & Wakefield group of companies;
“Cushman & Wakefield Reduction of Capital”		the reduction of the Company’s share capital associated with the cancellation and extinguishment of the Scheme Shares provided for by Clause 1 of the Scheme and under Chapter 10 of Part 17 of the Companies Act;
“Cushman & Wakefield Shareholder”		a holder of Cushman & Wakefield Shares;
“Cushman & Wakefield Shares”		the Cushman & Wakefield Ordinary Shares of $0.10 nominal value each;
“Depositary”		Computershare Trust Company, N.A., as depositary for ordinary shares that could not be deposited with DTC as of the closing of the Company’s initial public offering;
“Document”		this joint proxy statement and Scheme circular document published by Cushman & Wakefield in connection with the Scheme, together with all information incorporated by reference herein;
“DTC”		the relevant system to facilitate the transfer of title to shares in uncertificated form in respect of which The Depository Trust Company is the operator;
“Effective Date”		the day when the Scheme becomes effective;
“ES Act”		the Economic Substance Act 2018 of Bermuda, as amended;
“EUTPA”		the Exempted Undertakings Tax Protection Act 1966;
“Exchange Agent”		Computershare Trust Company, N.A., the exchange agent in connection with the Scheme;
“Exchange Control Act”		the Exchange Control Act 1972;
“FCA”		the United Kingdom Financial Conduct Authority;
“FIRB”		the Australian Foreign Investment Review Board;
“General Meeting”		the general meeting of the Company convened for July 15, 2025, and any adjournment or postponement thereof, notice of which is set out in “Part VII Notice of General Meeting” of this Document;
“General Meeting Adjournment Resolution”		the resolution to be proposed at the General Meeting to adjourn the General Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Scheme Resolutions at the General Meeting;
“General Meeting Resolutions”		all of the special and ordinary resolutions to be proposed at the General Meeting;
“GRA”		gain recognition agreement within the meaning of Treasury regulations section 1.367(a)-8;
“HMRC”		his Majesty’s Revenue & Customs;
“Holder”		a registered holder (including any person(s) entitled by transmission);
“IFRS”		the International Financial Reporting Standards issued by the International Accounting Standards Board, as endorsed by the U.K. Endorsement Board;
“ITA”		the U.K. Income Tax Act 2007;
“Meetings”		the Court Meeting, the General Meeting and the Shareholders Meeting;
“New Cushman & Wakefield”		Cushman & Wakefield Ltd., a new company formed as an exempted company limited by shares incorporated under the Bermuda Companies Act;
“New Cushman & Wakefield Board”		the board of directors of New Cushman & Wakefield;

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

Back to Contents

“New Cushman & Wakefield Bye-laws”		the amended and restated bye-laws of New Cushman & Wakefield adopted on and conditional upon the Scheme becoming effective;
“New Cushman & Wakefield Memorandum of Association”		the memorandum of association of New Cushman & Wakefield;
“New Cushman & Wakefield Shareholder”		a holder of New Cushman & Wakefield Shares;
“New Cushman & Wakefield Shares”		the common shares, par value $0.10 per share, of New Cushman & Wakefield;
“New Shares”		such number of new Cushman & Wakefield Shares equal to the number of Scheme Shares cancelled pursuant to the Cushman & Wakefield Reduction of Capital to be created immediately following the Cushman & Wakefield Reduction of Capital and to be issued credited as fully paid to New Cushman & Wakefield pursuant to the Scheme;
“Notice Record Date”		as defined in “Expected Timetable of Principal Events”;
“NSIA”		the National Security and Investment Act 2021, as amended;
“NYSE”		the New York Stock Exchange;
“OECD”		the Organization for Economic Co-operation and Development;
“Overseas Shareholder”		any Scheme Shareholder who the Company or New Cushman & Wakefield reasonably believes is (or is holding some or all of its Scheme Shares on behalf of, or for the benefit of, a person(s) who is) a citizen, resident or national of any jurisdiction outside the United Kingdom, the United States or Bermuda and in respect of whom the Company or New Cushman & Wakefield is advised that the allotment and issue of New Cushman & Wakefield Shares pursuant to the Scheme would, or might, infringe the laws of any jurisdiction outside the United Kingdom, the United States, or Bermuda or would, or might, require the Company or New Cushman & Wakefield to observe any governmental or other consent or effect any registration, filing or other formality with which, in the opinion of the Company or New Cushman & Wakefield, it would be unable to comply or compliance with which it regards as unduly onerous;
“Proposal” or “Redomiciliation”		the introduction of a new Bermuda-incorporated holding company that will become the parent holding company of the Cushman & Wakefield Group and the issuer of the Cushman & Wakefield Shares you hold, to be effected by means of the Scheme of Arrangement;
“Proxy Cards”		the Proxy Cards (labelled “Court Meeting”, “General Meeting” or “Shareholders Meeting”) for use at the applicable Meeting (or any of them as the context may require), which are being sent to Cushman & Wakefield Shareholders;
“Proxy Solicitor”		Innisfree M &A Incorporated, as proxy solicitation agent for the Meetings;
“Registrar of Companies”		the Registrar of Companies in England and Wales;
“Resolutions”		collectively, the Adjournment Resolutions, the Advisory Resolutions, the Court Meeting Resolution, the Scheme Resolutions and the Shareholders Meeting Resolutions;
“Restricted Jurisdiction”		any jurisdiction (for the avoidance of doubt, excluding the United Kingdom, Bermuda and the United States) where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Scheme is sent or made available to Cushman & Wakefield Shareholders in that jurisdiction;
“Scheme” or “Scheme of Arrangement”		the scheme of arrangement proposed to be made under Part 26 of the Companies Act between the Company and the Scheme Shareholders, as set out in “Part III The Scheme of Arrangement” of this Document, with or subject to any modification, addition or condition approved or imposed by the Court;
“Scheme Record Time”		5:00 p.m. Eastern Time on the Business Day immediately following the date of the Court Hearing;
“Scheme Resolutions”		the General Meeting Resolutions other than the General Meeting Adjournment Resolution;

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

Back to Contents

“Scheme Shareholders”		the holders of the Scheme Shares from time to time;
“Scheme Shares”		(a) the Cushman & Wakefield Shares in issue at the date of this Document; (b) any Cushman & Wakefield Shares issued after the date of this Document and before the Voting Record Time; and (c) any Cushman & Wakefield Shares issued at or after the Voting Record Time and prior to the Scheme Record Time, on terms that the holder shall be bound by the Scheme, and in each case (where the context requires) remaining in issue at the Scheme Record Time and in each case excluding any Cushman & Wakefield Shares held by New Cushman & Wakefield;
“SEC”		the U.S. Securities and Exchange Commission;
“Shareholder”		prior to the Effective Date, a Cushman & Wakefield Shareholder, and, following the Effective Date, a New Cushman & Wakefield Shareholder;
“Shareholder Helpline”		as defined in “Summary”;
“Shareholders Meeting”		the meeting of the Shareholders convened for July 15, 2025, and any adjournment or postponement thereof, notice of which is set out in “Part VIII Notice of Shareholders Meeting” of this Document;
“Shareholders Meeting Adjournment Resolution”		the resolution to be proposed at the Shareholders Meeting to adjourn the Shareholders Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Advisory Resolutions at the Shareholders Meeting;
“Shareholders Meeting Resolutions”		all of the resolutions to be proposed at the Shareholders Meeting;
“Share Restructuring”		the cancellation of the Scheme Shares (as defined in the Scheme) and the issue of the New Cushman & Wakefield Shares to Scheme Shareholders (as defined in the Scheme) pursuant to the Redomiciliation;
“Transfer Agent”		Computershare Trust Company, N.A., as transfer agent for Cushman & Wakefield and New Cushman & Wakefield;
“Uncertificated” or “In Uncertificated Form”		recorded on the relevant register as being held in uncertificated (i.e., book-entry) form, in the name of Cede & Co., and beneficial title to which may, by virtue of the DTC regulations, be transferred by means of DTC;
“United Kingdom” or “U.K.”		the United Kingdom of Great Britain and Northern Ireland;
“United States” or “U.S.”		the United States of America;
“U.S. Exchange Act”		the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time;
“U.S. GAAP”		U.S. generally accepted accounting principles;
“U.S. Securities Act”		the Securities Act of 1933, as amended; and
“Voting Record Time”		5:00 p.m. Eastern Time on July 3, 2025 or, if the Court Meeting, the General Meeting or the Shareholders Meeting, as the case may be, is adjourned by 48 hours or more, close of business on the date that is 10 days prior to the date fixed for the adjourned Court Meeting, General Meeting or Shareholders Meeting, as the case may be, or, if the Company gives notice of the adjourned Court Meeting, General Meeting or Shareholders Meeting, as the case may be, and an entitlement time is specified in that notice, the time specified in that notice.
All references to “£” are to the lawful currency of the United Kingdom.
All references to “$” or “U.S. dollars” are to the lawful currency of the United States.
All references to “Bermuda dollar” are to the lawful currency of Bermuda.
All references to any statutory provision, law, order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

Back to Contents

IMPORTANT NOTICES

The Board is soliciting your proxy to vote your Cushman & Wakefield Shares at the applicable Meetings, each of which will be held in person at 1290 Avenue of the Americas, 7^thFloor, New York, New York 10104 on July 15, 2025 (unless adjourned or postponed), and at any adjournments or postponements thereof. The Board is soliciting proxies in order to give all Cushman & Wakefield Shareholders at the Voting Record Time the opportunity to vote on matters that will be presented at the Meetings and at any adjournments or postponements thereof. This Document provides information on these matters to assist you in voting your Cushman & Wakefield Shares.

If you sell or otherwise transfer, or have sold or otherwise transferred, all of your Cushman & Wakefield Shares, promptly send this Document and the accompanying documents (other than any documents or forms personalized to you) to the purchaser or transferee, or to the bank, stockbroker or other agent through whom such sale or transfer was effected for delivery to the purchaser or transferee. However, this Document and the accompanying documents must not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction. If you sell or otherwise transfer, or have sold or otherwise transferred, part, but not all, of your Cushman & Wakefield Shares, retain this Document and the accompanying documents and contact the bank, stockbroker or other agent through whom such sale or transfer was effected.

The action to be taken by Cushman & Wakefield Shareholders in respect of the applicable Meetings is explained in “Action to be Taken” and “Part I Explanatory Statement — 17. Action to be Taken”, respectively.

Restricted Jurisdictions and Overseas Shareholders

The release, publication or distribution of this Document in, into or from jurisdictions other than the United Kingdom, the United States or Bermuda may be restricted by law. Any person who is subject to the law of any jurisdiction other than the United Kingdom, the United States or Bermuda should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom, the United States or Bermuda to vote their Cushman & Wakefield Shares with respect to the Scheme at the Meetings, or to appoint another person as proxy to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Scheme disclaim any responsibility or liability for the violation of such restrictions by any person. This Document has been prepared for the purposes of complying with English law, the proxy solicitation rules under the U.S. Exchange Act and the listing standards of the NYSE, and the information disclosed herein may not be the same as that which would have been disclosed if this Document had been prepared in accordance with the laws and regulations of other jurisdictions.

Unless otherwise determined by Cushman & Wakefield and permitted by applicable laws and regulations, this Document will not be made available, directly or indirectly, in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction, and no person may vote in favor of the Scheme, the matters presented at the General Meeting or the matters presented at the Shareholders Meeting by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Document will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction, and persons receiving this Document (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction.

In connection with the Scheme, if, in respect of any Scheme Shareholder who the Company or New Cushman & Wakefield reasonably believes is (or is holding some or all of its Scheme Shares on behalf of, or for the benefit of, a person(s) who is) a citizen, resident or national of any jurisdiction outside the United Kingdom, the United States or Bermuda, the Company or New Cushman & Wakefield is advised that the allotment and issue of New Cushman & Wakefield Shares pursuant to the Scheme would, or might, infringe the laws of any jurisdiction outside the United Kingdom, the United States, or Bermuda or would, or might, require the Company or New Cushman & Wakefield to observe any governmental or other consent or effect any registration, filing or other formality with which, in the opinion of the Company or New Cushman & Wakefield, it would be unable to comply or compliance with which it regards as unduly onerous, then: (a) the Company may, subject to the amendment of the Articles pursuant to the Articles Amendment Resolution (unless such Scheme Shareholder satisfies the Company that no such violation or requirement would apply), in its sole discretion, appoint any person to execute as transferor an instrument of transfer

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

Back to Contents

transferring, prior to the Scheme Record Time, some or all of the Scheme Shares held by such Scheme Shareholder to a nominee to hold such Scheme Shares in trust for that Scheme Shareholder, on terms that the nominee shall sell the New Cushman & Wakefield Shares that it receives pursuant to the Scheme in respect of such Scheme Shares as soon as practicable following the Effective Date, or (b) New Cushman & Wakefield may, in its sole discretion, determine that some or all of the New Cushman & Wakefield Shares that would otherwise be allotted and issued to such Scheme Shareholder pursuant to the Scheme shall instead be allotted and issued to a nominee appointed by New Cushman & Wakefield as trustee for such Scheme Shareholder, on terms that they shall, as soon as practicable following the Effective Date, be sold on behalf of such Scheme Shareholder at the best price which can reasonably be obtained and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any taxes or duties payable) shall be paid to such Scheme Shareholder in accordance with the provisions of Clause 4 of the Scheme. In the absence of bad faith or wilful default, none of the Company, New Cushman & Wakefield, the nominee and any broker or agent of any of them shall have any liability for any loss or damage arising as a result of the timing or terms of any such sale.

THIS DOCUMENT DOES NOT CONSTITUTE, AND MAY NOT BE USED FOR THE PURPOSES OF, AN OFFER TO SELL OR AN INVITATION OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY NEW CUSHMAN & WAKEFIELD SHARES BY ANY PERSON IN ANY RESTRICTED JURISDICTION. NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION BY ANY SUCH PERSON THAT WOULD PERMIT A PUBLIC OFFERING OF NEW CUSHMAN & WAKEFIELD SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, NOR HAS ANY SUCH ACTION BEEN TAKEN WITH RESPECT TO THE POSSESSION OR DISTRIBUTION OF THIS DOCUMENT OTHER THAN IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. NONE OF CUSHMAN & WAKEFIELD, NEW CUSHMAN & WAKEFIELD OR THEIR RESPECTIVE ASSOCIATES, DIRECTORS, OFFICERS, AGENTS OR ADVISORS ACCEPTS ANY RESPONSIBILITY FOR ANY VIOLATION OF ANY OF THESE RESTRICTIONS BY ANY OTHER PERSON.

The availability of New Cushman & Wakefield Shares under the Scheme to Cushman & Wakefield Shareholders who are (or are holding some or all of their Cushman & Wakefield Shares on behalf of, or for the benefit of, a person(s) who is) not resident in the United Kingdom, the United States or Bermuda may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom, the United States or Bermuda should inform themselves of, and observe, any applicable legal or regulatory requirements.

Further details relating to Overseas Shareholders are set forth in “Part I Explanatory Statement — 16. Securities Laws Considerations — Restricted Jurisdictions and Overseas Shareholders”.

Accounting Standards

The financial information included in this Document has been prepared in accordance with U.S. GAAP.

Special Note Regarding Forward-Looking Statements

This Document contains forward-looking statements. All statements contained in this Document other than statements of historical fact, including statements relating to the Meetings, the Redomiciliation, 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”, “plan”, “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 this Document and in our filings with the SEC, including the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2024. 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 Document 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 Document, except as required by law.

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

Back to Contents

SUMMARY

This Document describes the Scheme, the General Meeting Resolutions, the Advisory Resolutions and the Redomiciliation that will result in a new Bermuda-incorporated parent holding company of the Cushman & Wakefield Group and other related matters.

Here is what you need to do now:

	•	read the letter from Michelle MacKay, Chief Executive Officer of the Company, which begins on the cover of this Document and briefly explains the Redomiciliation;
	•	read the letter from Noelle Perkins, Executive Vice President, Chief Legal Officer & Secretary, and “Action to be Taken”, which explain the actions to be taken by you, including how to make sure your vote is counted;
	•	read this “Summary”;
	•	read “Part I Explanatory Statement” and the remainder of this Document in its entirety;
	•	submit your proxy or your instructions to your bank, broker or other nominee as soon as possible, whether or not you plan to attend the Meetings in person; and
	•	if you have any questions, contact the Shareholder helpline, details of which are set forth below (the “Shareholder Helpline”).

SHAREHOLDER HELPLINE

If you have any further questions about voting or attending the Meetings, please call the Cushman & Wakefield Investor Relations team by telephone at +1 312 338-7860 or by e-mail at ir@cushwake.com or contact the Proxy Solicitor at +1(877) 750-9497 (within the U.S. and Canada) or +1(412) 232-3651. Brokers and banks may call +1(212) 750-5833.

This “Summary” highlights selected information from this Document and may not contain all of the information that is important to you. Shareholders are urged to read the information contained and incorporated by reference in this Document, as well as the Annex, carefully and in their entirety. Do not solely rely on this “Summary” or regard reading this “Summary” as a substitute for reading this Document carefully and in its entirety.

The Redomiciliation

The Scheme (see “Part III The Scheme of Arrangement”)

The Scheme, if it is approved and becomes effective, will result in: (a) New Cushman & Wakefield, a new holding company incorporated in Bermuda, becoming the parent holding company of the Cushman & Wakefield Group, (b) Cushman & Wakefield Shareholders holding the same number of New Cushman & Wakefield Shares as the Cushman & Wakefield Shares they held as of the Scheme Record Time, and (c) Cushman & Wakefield becoming a wholly-owned, direct subsidiary of New Cushman & Wakefield. Following the Effective Date, the Cushman & Wakefield Group, with New Cushman & Wakefield as its parent holding company, will continue to conduct materially the same business operations as were conducted by the Cushman & Wakefield Group prior to the Effective Date. No existing operating business of the Cushman & Wakefield Group will be transferred to Bermuda by virtue of the Scheme.

Under the Scheme, on the Effective Date, New Cushman & Wakefield will issue the New Cushman & Wakefield Shares to all Cushman & Wakefield Shareholders as of the Scheme Record Time, and accordingly, on the Effective Date all Cushman & Wakefield Shares will be cancelled, and Cushman & Wakefield Shareholders will receive fully paid and non-assessable New Cushman & Wakefield Shares as follows:

•

one New Cushman & Wakefield Share for each Cushman & Wakefield Share held at the Scheme Record Time.

The Board may exercise its discretion to delay or abandon the Scheme and the Redomiciliation at any time, including after Shareholder approval has been obtained at the Meetings. See “Risk Factors — Risks Associated with the Redomiciliation — The Board may choose to delay or abandon the Scheme and the Redomiciliation at any time prior to the Effective Date”, as well as the other risk factors set forth under “Forward-Looking Statements” and “Risk Factors”.

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

Back to Contents

Advisory Resolutions (see “Part I Explanatory Statement — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions — Shareholders Meeting”)

Due to applicable rules and regulations of the SEC, we are asking our Shareholders to vote, on a non-binding, advisory basis, on certain governance changes that we are proposing to implement in connection with the Redomiciliation at the Shareholders Meeting. The vote on each of the Shareholders Meeting Resolutions (other than the Shareholders Meeting Adjournment Resolution) is only on an advisory basis and will not affect the approval of the Redomiciliation. If any of the Advisory Resolutions are not approved by the requisite majorities, the Board expects to adopt the proposed New Cushman & Wakefield Bye-laws in substantially the form attached to this Document as the Annex. However, the Board reserves the right to exercise its discretion not to adopt the terms referred to in either Advisory Resolution No. 2 (Bye-law Provision: Removal of Directors Only for Cause) or No. 4 (Bye-law Provision: Authorization of Preference Shares) if the non-binding, advisory vote in respect of either such Advisory Resolution evidences substantial Shareholder opposition.

Meetings and Consents for Implementation of the Proposal and Advisory Resolutions (see “Part I Explanatory Statement — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions”)

Court Meeting

The Court Meeting has been convened, pursuant to an order of the Court, to enable the Cushman & Wakefield Shareholders, to consider and approve the Scheme (and therefore the Redomiciliation). See “Part I Explanatory Statement — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions”.

The approval required to approve the Scheme at the Court Meeting is a majority in number who represent 75 percent or more in value of the Cushman & Wakefield Shares held by Scheme Shareholders present and voting, in person or by proxy, at the Court Meeting.

FOR

THE BOARD UNANIMOUSLY RECOMMENDS THAT CUSHMAN & WAKEFIELD SHAREHOLDERS VOTE “FOR” THE COURT MEETING RESOLUTION AT THE COURT MEETING.

General Meeting

Following the Court Meeting, the following General Meeting Resolutions are to be considered at the General Meeting, each as described below and in more detail in “Part I Explanatory Statement — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions — General Meeting”.

We are asking Shareholders to approve Scheme Resolutions No. 1 through No. 4, which relate to certain procedural matters necessary to implement the Scheme.

1.	*Scheme Resolution No. 1: Approval of Scheme.*

The purpose of Scheme Resolution No. 1 is to approve the Scheme and give the Board the authority to carry out the procedural actions necessary to implement the Scheme.

2.	*Scheme Resolution No. 2: Cushman & Wakefield Reduction of Capital.*

The purpose of Scheme Resolution No. 2 is to authorize the reduction of the Company’s share capital associated with the cancellation and extinguishment of the Scheme Shares.

3.	*Scheme Resolution No. 3: Issuance of New Shares to New Cushman & Wakefield.*

The purpose of Scheme Resolution No. 3 is to approve the issuance of the New Shares to New Cushman & Wakefield as part of the Scheme such that Cushman & Wakefield will become a wholly-owned, direct subsidiary of New Cushman & Wakefield.

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

Back to Contents

4.	*Scheme Resolution No. 4: Articles Amendment to Ensure All Cushman & Wakefield Shares Are Subject to the Scheme.*

The purpose of Scheme Resolution No. 4 is to amend the Articles to ensure that any additional Cushman & Wakefield Shares issued pursuant to the Cushman & Wakefield Equity Incentive Plans, or otherwise, are, dependent on timing, either subject to the Scheme or exchanged for New Cushman & Wakefield Shares following the Scheme, pursuant to the Articles.

5.	*Adjournment.*

The purpose of the General Meeting Adjournment Resolution is to approve the adjournment of the General Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Scheme Resolutions.

FOR

THE BOARD UNANIMOUSLY RECOMMENDS THAT CUSHMAN & WAKEFIELD SHAREHOLDERS VOTE “FOR” EACH OF THE GENERAL MEETING RESOLUTIONS AT THE GENERAL MEETING.

Each of the General Meeting Resolutions other than the General Meeting Adjournment Resolution to be considered at the General Meeting is a special resolution which requires approval by at least 75 percent of the votes cast by Cushman & Wakefield Shareholders, in person or by proxy. The General Meeting Adjournment Resolution is an ordinary resolution which requires approval by a majority of the votes cast by Cushman & Wakefield Shareholders, in person or by proxy.

Approval of each of the Scheme Resolutions is a condition to the implementation of the Scheme. Accordingly, a vote against any of the Scheme Resolutions will be a vote against the Scheme.

Shareholders Meeting

Following the General Meeting, the following Shareholders Meeting Resolutions are to be considered at the Shareholders Meeting, each as described below and in more detail in “Part I Explanatory Statement — 3. Meetings and Consents for Implementation of the Proposal and Advisory Resolutions — Shareholders Meeting”.

Due to applicable rules and regulations of the SEC, we are asking our Shareholders to vote, on a non-binding, advisory basis, on certain governance changes we are proposing to implement in the New Cushman & Wakefield Bye-laws in connection with the Redomiciliation.

1.	*Board Declassification.*

The purpose of this Advisory Resolution is to seek our Shareholders’ views, on a non-binding, advisory basis, on the declassification of the New Cushman & Wakefield Board, which would provide Shareholders with the ability to vote on the election of the entire New Cushman & Wakefield Board on an annual basis (with such declassification to be phased in gradually over a three-year period beginning in 2026 at the first Annual General Meeting of Shareholders following the completion of the Redomiciliation). Currently, under the Articles, directors are divided into three classes, and directors in each class are elected every third year to serve three-year terms. If the Redomiciliation is completed, the declassification process will take place as follows: directors who stand for election at the 2026 Annual General Meeting (Class II directors) will be eligible to be elected to serve a one-year term; directors who stand for election at the 2027 Annual General Meeting (Class II and Class III directors) will be eligible to be elected to serve a one-year term; and directors who stand for election at the 2028 Annual General Meeting and at each Annual General Meeting thereafter (all directors) will be eligible to be elected to serve a one-year term. The Company is seeking approval of this Advisory Resolution, in part, because the current trend in corporate governance is leading away from classified boards in favor of electing all directors annually, and the Company also recognizes that a classified board structure may reduce directors’ accountability to Shareholders because such a structure does not enable Shareholders to express a view on each director’s performance by means of an annual vote. Moreover, many institutional investors believe that the election of directors is the primary means for Shareholders to influence corporate governance policies and to increase accountability for implementing those policies.

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

SEC Form DEF 14A filed by Cushman & Wakefield plc