DEF 14A 1 cwk014520-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

September 4 , 2025

Dear Fellow Shareholder:

We are pleased to present Shareholders with revised proposals to redomicile our parent company from England and Wales to Bermuda.

Background and Shareholder Engagement

Following our original announcement of the proposed Redomiciliation earlier this year, the Company published its Original Proxy Statement and Scheme Document on May 30, 2025, which set out our original proposals for the Redomiciliation. Following engagement with Shareholders on the original proposals, on July 14, 2025, we announced that we had decided to adjourn indefinitely the Original Court Meeting and withdraw the resolutions scheduled for consideration at the Original General Meeting and Original Shareholders Meeting scheduled to be held on July 15, 2025. This decision was based on preliminary proxy votes which indicated that although a majority of the votes cast voted in favor of the resolutions required to implement the Redomiciliation to be proposed at the Original Court Meeting and the Original General Meeting, the supermajority approval thresholds required under English law for those resolutions would not have been met. This decision was intended to allow the Company to engage further with Shareholders and gather additional feedback and perspectives on the Redomiciliation, including the governance changes proposed to be implemented in connection with the Redomiciliation.

Since then, we have engaged extensively with Shareholders to further discuss these matters. We believe our revised proposals address the feedback we have received from Shareholders, while preserving the anticipated benefits of the Redomiciliation for Cushman & Wakefield and Shareholders. As requested by Shareholders, we are also providing Shareholders with certain additional information on the Redomiciliation, including the anticipated benefits of the Redomiciliation and alternatives considered by the Board.

Key Objectives and Anticipated Benefits

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.


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Following the proposed transaction, we will continue to be listed on the NYSE and governed by SEC rules and regulations, 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.

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. By moving to Bermuda, the Company estimates that it will save more than US$3 million annually from reduced administrative, accounting, tax, and legal complexity. That total includes quantitative and qualitative savings from alleviating the cumbersome dual compliance mandate placed on our corporate staff and does not reflect additional legal, administrative, and compliance costs that we expect to save in the future relating to certain potential ordinary course transactions including share repurchases.

The Redomiciliation is also an opportunity to better 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 strong corporate governance, a stable corporate structure, and capital flexibility.

Governance Benefits for Shareholders

In response to Shareholder feedback, we have revised some of the governance provisions that were previously contemplated. In particular, we are no longer proposing that Shareholders can only remove directors between annual meetings for cause or that certain business combinations not supported by the Board are subject to supermajority shareholder approval requirements. The Board is also committing not to issue preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without Shareholder approval.

Under our revised proposals and applicable governance rules, Shareholders will benefit from:

•	the declassification of the Board, allowing Shareholders to vote on the election of directors on an annual basis, which would be phased in over a three-year period;
•	the continued ability for Shareholders to remove directors between annual meetings via Shareholder resolution for any reason, which together with the declassification of the Board will allow Shareholders to hold all directors accountable;
•	the removal of supermajority voting requirements to (i) amend our governing documents and (ii) effect certain business combinations; and
•	a commitment that the Board will not issue preference shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan without Shareholder approval.

In addition, we will continue to have in place robust protections in relation to related party transactions through the continued application of NYSE and SEC rules, which require Shareholder approval for and/or restrict certain transactions with directors, officers or substantial Shareholders, as well as our robust written policies, including our Code of Business Conduct for Directors, Corporate Governance Guidelines, and Policy Concerning Related Party Transactions, which are guided by NYSE and SEC rules and regulations, and applicable Bermuda law.

Alternatives Considered by the Board

The decision to pursue the Redomiciliation is the result of an extensive review process that took approximately 18 months. During this process, the Board considered five different jurisdictions (United States (including Delaware), Cayman Islands, Jersey (Channel Islands), Ireland, and Luxembourg), assessing each one on a number of different factors. Following rigorous analysis, the Board

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

selected Bermuda as the jurisdiction it believed offered Cushman & Wakefield and Shareholders the best balance in terms of economic savings, efficiencies from reduced administrative burden, reliability, tax neutrality, risk, feasibility and facilitation and creation of long-term shareholder value. After a comprehensive evaluation of the potential implications of relocating to the United States (e.g., Delaware), that option was ultimately set aside due to the overall cost considerations, including a material tax impact that would have made the move economically unfeasible and detrimental to Shareholders. Similarly, the Board determined that the other jurisdictions analyzed did not provide the same overall advantages and benefits to the Company and Shareholders as Bermuda.

Redomiciliation is Not Tax-Driven

The Redomiciliation is not tax driven as the relocation to Bermuda would be generally tax neutral and our subsidiaries’ jurisdictions of tax residence would also not change.

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.

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

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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

October 16 , 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 September 4 , 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.

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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)	Articles Amendments		Vote “FOR”
	(4)	Issue of New Shares to New Cushman & Wakefield		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: Business Combinations		Vote “FOR”
	(3)	Bye-law Provision: Authorization of Preference Shares		Vote “FOR”
	(4)	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.

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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 Advisory Resolution No. 3 (Bye-law Provision: Authorization of Preference Shares) if the non-binding, advisory vote in respect of 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 August 29 , 2025, the Notice Record Date, are entitled to notice of the Meetings or any adjournment or postponement thereof. 5:00 p.m. Eastern Time on August 29 , 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 October 6 , 2025 or, if any Meeting is adjourned or postponed by 48 hours or more, on the date that is 10 days prior to the date fixed for the adjourned or postponed Meeting, or, if Cushman & Wakefield gives notice of the adjourned or postponed 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 September 4 , 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 September 4 , 2025.

* * *

Important Notice Regarding the Availability of Proxy Materials for the Meetings to be Held on October 16 , 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	9
IMPORTANT NOTICES	13
Restricted Jurisdictions and Overseas Shareholders	13
Accounting Standards	14
Special Note Regarding Forward-Looking Statements	14
SUMMARY	15
The Redomiciliation	15
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	76
Material U.K. Tax Consequences	76
The Redomiciliation	77
New Cushman & Wakefield Shares	78
Material Bermuda Tax Consequences	79
Material U.S. Federal Income Tax Consequences	80
Material U.S. Federal Income Tax Consequences of the Redomiciliation	80
Material U.S. Federal Income Tax Consequences for U.S. New Cushman & Wakefield Shareholders	81
PART V – Additional Information	83
Description of the New Cushman & Wakefield Shares	83
General	83
Share Capital	83
Preference Shares	83
Voting Rights	84
Dividends and Distributions	84
Variation of Class Rights	84
Meetings of Shareholders	85
Quorum	85
Advance Notice Procedures	86
Board of Directors—Election and Removal	86
Vacancies	87
Duties of Directors	87
Related Party Transactions	87
Amendments to New Cushman & Wakefield’s Memorandum of Association and Bye-laws	88
Mergers, Amalgamations or Consolidations	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

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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. 3 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”		as defined in “Part I Explanatory Statement — 4. Re-Registration, Check-the- Box Election, and Dissolution”;
“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 October 16 , 2025 to consider and, if thought fit, approve the Scheme, and any adjournment thereof, notice of which is set out in “Part VI Notice of Court Meeting” of this Document;
“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;

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

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“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 US$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 October 16 , 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;
“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;

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

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“New Cushman & Wakefield Shares”		the common shares, par value US$0.10 per share, of New Cushman & Wakefield;
“New Shares”		B ordinary shares of US$0.10 each in the capital of Cushman & Wakefield;
“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;
“NYSE Shareholder Approval Rule”		as defined in “Part V Additional Information — Related Party Transactions”;
“OECD”		the Organization for Economic Co-operation and Development;
“Original Court Meeting”		the meeting convened by the Court as more particularly detailed in the Original Proxy Statement and Scheme Document;
“Original General Meeting”		the general meeting as more particularly detailed in the Original Proxy Statement and Scheme Document;
“Original Proxy Statement and Scheme Document”		as defined in “Part I Explanatory Statement — 1. Background to and Reasons for the Redomiciliation”;
“Original Scheme”		as defined in “Part I Explanatory Statement — 1. Background to and Reasons for the Redomiciliation”;
“Original Shareholders Meeting”		the shareholders meeting as more particularly detailed in Original Proxy Statement and Scheme Document;
“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;
“Related Party Transaction Policies”		as defined in “Part V Additional Information — Related Party Transactions”;
“Registrar of Companies”		the Registrar of Companies in England and Wales;
“Re-Registration”		as defined in “Part I Explanatory Statement — 4. Re-Registration, Check-the- Box Election, and Dissolution”;
“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;

CUSHMAN & WAKEFIELD | REDOMICILIATION PROXY STATEMENT

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“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;
“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 October 16 , 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 October 16 , 2025 or, if the Court Meeting, the General Meeting or the Shareholders Meeting, as the case may be, is adjourned or postponed by 48 hours or more, close of business on the date that is 10 days prior to the date f

SEC Form DEF 14A filed by Cushman & Wakefield plc