UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 19, 2020, Cushman & Wakefield plc (the “Company”) and Duncan Palmer, the Company’s chief financial officer, entered into an amendment (the “Amendment”) to the Transition and Release Agreement dated February 27, 2020 between the Company and Mr. Palmer (the “Agreement”). The Amendment modifies certain terms relating to Mr. Palmer’s planned transition out of the CFO role.
The Amendment modifies the Agreement by providing that Mr. Palmer will continue to be employed by the Company through February 28, 2021 and will serve as a consultant to the Company from February 28, 2021 until December 31, 2021 (the “Consulting Period”). The Amendment also provides that the aggregate compensation due to Mr. Palmer during the Consulting Period will be $1,050,000, payable in accordance with the terms of the Agreement. The Amendment does not change the terms of the Agreement relating to the payment of Mr. Palmer’s bonus or the grant and vesting of equity compensation.
This summary of the Amendment does not purport to be complete and is qualified in its entirety by the text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibits are filed as part of this report:
| Exhibit |
Description | |
| 10.1 | Amendment to Transition Agreement, dated as of November 19, 2020, by and among Cushman & Wakefield plc and Duncan Palmer. | |
| 104 | Cover Page Interactive Data file (formatted as Inline XBRL). | |
Forward-Looking Statements
This report on Form 8-K contains forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “forecasts,” “shall,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this report are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us, that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity.
Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements, including, but not limited to, the factors discussed in the Company’s annual report on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q, both filed with the Securities and Exchange Commission.
The forward-looking statements included in this report are made as of the date hereof, and except as required by law, the Company undertakes no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 25, 2020
| CUSHMAN & WAKEFIELD PLC | ||
| By: | /s/ Brett Soloway | |
| Name: | Brett Soloway | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |