DEF 14A 1 d73845ddef14a.htm DEF 14A DEF 14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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Cushman & Wakefield plc

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

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LOGO

225 West Wacker Drive

Chicago, Illinois 60606

April 7, 2021

Dear Fellow Shareholder:

On behalf of the Board of Directors and management of Cushman & Wakefield plc, I am pleased to share with you the enclosed materials relating to our annual general meeting of shareholders for 2021, which is being held on May 6, 2021 at 8:00 a.m. (Central Time). The notice of meeting and proxy statement that follow describe the business that we will consider at the meeting.

In light of the continuing COVID-19 (coronavirus) pandemic, shareholders are strongly discouraged from attending our meeting in person this year, as it may not be safe or lawful for shareholders to do so. Nevertheless, your vote is very important. We are pleased to offer multiple options for voting your ordinary shares. You may vote by telephone, via the internet or by mail, as described in the accompanying proxy statement.

Thank you for your support of Cushman & Wakefield plc.

 

   Sincerely yours,
   Brett White
   Executive Chairman and Chief Executive Officer

 


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LOGO

Notice of 2021 Annual General Meeting of Shareholders

May 6, 2021

8:00 a.m. (Central Time)

225 West Wacker Drive, Boardroom, 30th Floor

Chicago, Illinois 60606

AGENDA:

 

1.

Election of the three Class III Board nominated directors named in the Proxy Statement: Timothy Dattels, Lincoln Pan and Rajeev Ruparelia.

 

2.

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

 

3.

Appointment of KPMG LLP as our UK Statutory Auditor.

 

4.

Authorization of the Audit Committee to determine the compensation of our UK Statutory Auditor.

 

5.

Non-binding, advisory vote on the compensation of our named executive officers (“Say-on-Pay”).

 

6.

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

 

7.

Vote to approve our revised director compensation policy.

 

8.

Vote to approve an amendment and restatement of our 2018 Omnibus Management Share and Cash Incentive Plan.

 

9.

Special resolution to adopt and approve Amended Articles of Association to permit us to hold virtual Annual General Meetings in the future.

Our Articles of Association do not currently provide us with the ability to hold a virtual annual general meeting of shareholders (the “Annual Meeting”). Although the UK legislature previously undertook action to permit public limited companies such as us to hold virtual meetings, such relief is scheduled to expire prior to our planned Annual Meeting date. In order to comply with UK law, we intend to convene our Annual Meeting in person, even though we may be required to exclude public shareholders due to ongoing restrictions or public health guidance. As such, shareholders are strongly discouraged from attending the Annual Meeting in person, and shareholders are cautioned that such attendance may not be safe or lawful. While we regret that the COVID-19 pandemic may preclude shareholder attendance at this year’s Annual Meeting, you are strongly encouraged to complete and return your proxy so that your shares can be voted at the Annual Meeting in accordance with your instructions. Only shareholders of record as of March 31, 2021 will be entitled to attend and vote at the Annual Meeting and any adjournments or postponements thereof.

April 7, 2021

 

   By Order of the Board of Directors
   Brett Soloway
  

Executive Vice President, General Counsel and

Corporate Secretary

This Proxy Statement and accompanying proxy card are first being mailed to shareholders on or about April 9, 2021.

References in this Proxy Statement to “Cushman,” “the Company,” “we,” “us” or “our” refer to Cushman & Wakefield plc and include all of its consolidated subsidiaries, unless otherwise indicated or the context requires otherwise. References to “the Board” refer to our Board of Directors. Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, including financial statements, and our UK Annual Report and Accounts for the fiscal year ended December 31, 2020, are being mailed simultaneously with this Proxy Statement to each shareholder and will also be available at http://ir.cushmanwakefield.com.


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PROXY SUMMARY INFORMATION

To assist you in reviewing the proposals to be voted upon at the Annual Meeting, we have summarized important information contained in this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. This summary does not contain all of the information that you should consider, and you should carefully read the entire Proxy Statement and Annual Report on Form 10-K before voting.

Voting

Shareholders of record as of March 31, 2021 may cast their votes in any of the following ways:

 

Internet

 

  

Phone

 

  

Mail

 

  

In Person

 

Visit

www.investorvote.com/CWK. You will need the 16-digit number included in your proxy card, voter instruction form or notice.

   Call +1 800-652-8683 or the number on your voter instruction form. You will need the 16-digit number included in your proxy card, voter instruction form or notice.    Send your completed and signed proxy card or voter instruction form to the address on your proxy card or voter instruction form.   

Due to the COVID-19 (coronavirus) pandemic, shareholders are strongly discouraged from attending the Annual Meeting in person, and shareholders are cautioned that such attendance may not be safe or lawful.

 

Voting Matters and Board Recommendations

 

Proposal   Board Vote Recommendations
Election of directors (page 1)     FOR each Director Nominee
Ratification of KPMG LLP as independent registered public accounting firm (page 10)     FOR
Appointment of KPMG LLP as UK Statutory Auditor (page 13)     FOR
Authorization of the Audit Committee to determine the compensation of the UK Statutory Auditor (page 14)     FOR
Non-binding, advisory vote on the compensation of named executive officers (“Say-on-Pay”) (page 15)     FOR
Non-binding, advisory vote on the director compensation report (page 38)     FOR
Vote to approve our revised director compensation policy (page 39)     FOR
Vote to approve an amendment and restatement to our 2018 Omnibus Management Share and Cash Incentive Plan (page 40)     FOR
Special resolution to adopt and approve Amended Articles of Association to permit us to hold virtual Annual General Meetings in the future (page 46)     FOR

Fiscal Year 2020 Business Highlights

Cushman & Wakefield is a leading global commercial real estate services firm with an iconic brand and approximately 50,000 employees led by an experienced executive team. We operate from over 400 offices in 60 countries, managing over 4.1 billion square feet of commercial real estate space on behalf of institutional, corporate and private clients. We serve the world’s real estate owners and occupiers, delivering a broad suite of services through our integrated and scalable platform. Our business is focused on meeting the increasing demands of our clients through a comprehensive offering of services including Property, facilities and project management, Leasing, Capital markets, Valuation and


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other services. In 2020, 2019 and 2018, we generated revenues of $7.8 billion, $8.8 billion and $8.2 billion, respectively, and Fee revenues of $5.5 billion, $6.4 billion and $6.0 billion, respectively.

Since 2014, we have built our company organically and through the combination of DTZ, Cassidy Turley and Cushman & Wakefield, giving us the scale and global footprint to effectively serve our clients’ multinational businesses. The result is a global real estate services firm with the iconic Cushman & Wakefield brand, steeped in over 100 years of leadership. In 2020, 2019 and 2018, we were named #2 in our industry’s top brand study, the Lipsey Company’s Top 25 Commercial Real Estate Brands.

Our recent history has been a period of rapid growth and transformation for our company. Our experienced management team has been focused on integrating companies, driving operating efficiencies, realizing cost savings, attracting and retaining talent and improving financial performance. In August 2018, Cushman & Wakefield successfully completed an initial public offering, listing the firm on the New York Stock Exchange (NYSE: CWK).

Today, Cushman & Wakefield is one of the top three real estate services providers as measured by revenue and workforce. We have made significant investments in technology and workflows to support our growth strategy to improve our productivity and drive better outcomes for our clients.

The coronavirus (COVID-19) pandemic has left an extraordinary impact on the world and its effects are still being realized across sectors and industries. Our commitment during this unprecedented time remains to our clients and to our approximately 50,000 people who are working tirelessly to continue to deliver exceptional service and maintain essential operations in buildings we manage. We recognize all our employees for their dedication, but especially those janitors, tradespeople and building managers who put their lives at risk every time they leave their houses to ensure essential buildings are clean, safe and operational during the pandemic.

In 2020, Cushman & Wakefield launched a Global Employee Assistance Fund, part of a $5 million commitment to employee assistance programs to support our employees impacted by COVID-19. In addition, members of Cushman & Wakefield’s global management team chose to voluntarily forego a portion of their salaries in support of frontline employees, and all employees have been given the opportunity to make a charitable donation to the employee fund. We have also created a COVID-19 Executive Task Force that has implemented business continuity plans and taken a variety of actions to ensure the ongoing availability of our services, while also undertaking appropriate health and safety measures. This executive task force is comprised of representatives from every part of our business, including Health, Safety, and Security & Environment experts. The task force has authority to make timely, informed decisions relating to our business continuity planning and actions.

The COVID-19 pandemic had several significant effects on our business in 2020. For example, in 2020, Leasing Fee revenue declined 34% (local currency) and Capital markets Fee revenue declined 26% (local currency), compared to 2019. We also incurred and expect to continue to incur expenses related to operations and responses to any disruption caused by the pandemic.

In 2020, we achieved full year financial performance with the following results:

 

   

Revenue for the full year was $7.8 billion, down 10% (10% local currency). Fee revenue was $5.5 billion, down 15% (14% local currency).

 

   

Full year Net loss was $220.5 million, with Loss per share of $1.00 and Adjusted earnings per share of $0.81.

 

   

Full year Adjusted EBITDA was $504.3 million, down 30% (31% local currency).

For more complete information regarding our year 2020 performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Adjusted EBITDA, Adjusted EBITDA margin, adjusted earnings per share and local currency are non-GAAP (generally accepted accounting principles) financial measures. Our management principally uses these non-GAAP financial measures to evaluate operating performance, develop budgets and forecasts, improve comparability of results and assist our investors in analyzing the underlying performance of our business. For definitions of these measures, reconciliations to the most closely comparable GAAP measure and explanations on the reasons our management uses such measures, please see pages 43-46 in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. You can obtain a free copy


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of our Annual Report on Form 10-K at the website of the Securities and Exchange Commission (the “SEC”), www.sec.gov, or by submitting a written request by (i) mail to Cushman & Wakefield plc, Attention: Investor Relations, 225 West Wacker Drive, Chicago, Illinois 60606, (ii) telephone at +1 312-338-7860 or (iii) e-mail at ir@cushwake.com.

Summary of Board Nominees

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

 

Name    Age   

Director

Since

  

Principal/Most Recent

Occupation

   Committees   

Other Public

Company

Boards

Timothy Dattels*    63    2018    Co-Managing Partner of TPG Capital Asia    Compensation, Nominating and Corporate Governance    One
Lincoln Pan*    44    2017    Partner at PAG Asia Capital    Compensation, Nominating and Corporate Governance    None
Rajeev Ruparelia*    45    2014    Managing Director at Ontario Teachers’ Pension Plan    Nominating and Corporate Governance    None

 

* Independent Director

Executive Compensation Highlights

Our Philosophy

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

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

 

   

Retain and hire the best leaders.

 

   

Pay for performance.

 

   

Reward long-term growth and profitability.

 

   

Tie compensation to business performance.

 

   

Limited personal benefits.

Last Year’s Say-on-Pay Vote

At our 2020 annual general meeting of shareholders, shareholders approved our 2019 compensation of our named executive officers with 99% of the votes cast in favor of our practices. Given the high level of support, the Compensation Committee did not make any significant changes to its approach to executive compensation specifically as a result of this “say-on-pay” vote.


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TABLE OF CONTENTS

 

PROPOSAL 1    ELECTION OF DIRECTORS      1  
CORPORATE GOVERNANCE      4  
PROPOSAL 2    RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      11  
AUDIT AND OTHER FEES      12  
PROPOSAL 3    APPOINTMENT OF UK STATUTORY AUDITOR      14  
PROPOSAL 4    AUDIT COMMITTEE AUTHORIZATION TO DETERMINE COMPENSATION OF UK STATUTORY AUDITOR      15  
PROPOSAL 5    ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS      16  
COMPENSATION DISCUSSION AND ANALYSIS      17  
DIRECTORS AND EXECUTIVE OFFICERS      36  
PROPOSAL 6    ADVISORY VOTE ON DIRECTOR COMPENSATION REPORT      40  
PROPOSAL 7    VOTE TO APPROVE OUR REVISED DIRECTOR COMPENSATION POLICY      41  
PROPOSAL 8    VOTE TO APPROVE AN AMENDMENT AND RESTATEMENT OF OUR 2018 OMNIBUS MANAGEMENT SHARE AND CASH INCENTIVE PLAN      42  
PROPOSAL 9    SPECIAL RESOLUTION TO ADOPT AND APPROVE AMENDED ARTICLES OF ASSOCIATION TO PERMIT VIRTUAL MEETINGS      49  
SECURITY OWNERSHIP      50  
EQUITY COMPENSATION PLAN INFORMATION      52  
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS      53  
GENERAL INFORMATION ABOUT THE ANNUAL MEETING      55  

 


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PROPOSAL 1 ELECTION OF DIRECTORS

Our Board has nominated three Class III directors for election at this Annual Meeting to hold office until the annual general meeting of shareholders to be held in 2024 and the election of their successors. All of the nominees were selected to serve on our Board based on:

 

   

outstanding achievement in their professional careers;

 

   

broad experience;

 

   

personal and professional integrity;

 

   

their ability to make independent, analytical inquiries;

 

   

financial literacy;

 

   

mature judgment;

 

   

high-performance standards;

 

   

familiarity with our business and industry; and

 

   

an ability to work collegially.

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

Director Nomination Criteria: Qualifications, Skills and Experience

The criteria for selecting director candidates is set out in the Corporate Governance Guidelines and in the charter of the Nominating and Corporate Governance Committee. Both of these documents are available at http://ir.cushmanwakefield.com/governance. In evaluating candidates, the Board seeks individuals of high integrity and good judgment who have a record of accomplishment in their chosen fields, and who display the independence of mind and strength of character to effectively represent the best interest of all shareholders and provide practical insights and diverse perspectives. The Nominating and Corporate Governance Committee is responsible for identifying and screening candidates, for developing and recommending to the Board criteria for nominees, for evaluating candidates recommended or nominated by shareholders, for recommending to the Board all nominees for election to the Board at the annual general meeting of shareholders, and for recommending any other action with respect to candidates nominated by shareholders. The Corporate Governance Guidelines and the charter of the Nominating and Corporate Governance Committee authorize the Nominating and Corporate Governance Committee to determine the qualifications, qualities, skills and other expertise required to be a director but also sets out the following minimum qualification requirements:

 

   

integrity,

 

   

strength of character,

 

   

judgment

 

   

business experience,

 

   

specific areas of expertise,

 

   

ability to devote sufficient time to attendance at and preparation for Board meetings,

 

   

factors relating to composition of the Board (including size and structure), and

 

   

principles of diversity.

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

 

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and its operations and, therefore, provide significant contributions to the Board as a whole. As an alternative to term limits, the Nominating and Corporate Governance Committee reviews each director’s continued tenure on the Board annually.

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

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

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

 

   

the nominating shareholder’s or shareholders’ name(s) and address(es) as they appear on the Company’s books;

 

   

the class and number of shares beneficially owned by the nominating shareholder(s);

 

   

any other information relating to such shareholder(s) that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies pursuant to Regulation 14A under the Exchange Act; and

 

   

to the extent known by the shareholder(s) giving notice, the name and address of any other shareholder(s) supporting the election of the director candidate.

2021 Director Nominees

Timothy Dattels

 

Age: 63

Director Since: 2018

Committees: Compensation, Nominating and Corporate Governance

Class III Director

Mr. Dattels was appointed to the board of directors of Cushman & Wakefield in 2018. Mr. Dattels is Co-Managing Partner of TPG Capital Asia. Prior to joining TPG in 2004, he served as a Partner and Managing Director of Goldman, Sachs & Co. Mr. Dattels serves or has served on the board of directors of BlackBerry Ltd., Parkway Holdings Ltd., Primedia, Inc., Shangri-La Asia Ltd. and Sing Tao News Corporation Ltd. and serves as a trustee of Jackson Laboratory and Vice Chairman of SFJazz. He holds a B.A. in business administration from the University of Western Ontario and an M.B.A. from Harvard Business School.

Specific Qualifications, Attributes and Skills: The Board believes that Mr. Dattels brings significant management and global operational expertise to the Board.

 

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Lincoln Pan

 

Age: 44

Director Since: 2017

Committees: Compensation, Nominating and Corporate Governance

Class III Director

Mr. Pan was appointed to the board of directors of Cushman & Wakefield in 2017. Mr. Pan is a Partner at PAG. Prior to joining PAG, he was a Regional CEO for Willis Towers Watson. Mr. Pan has also previously worked at Advantage Partners, GE Capital and McKinsey & Company. He holds a B.A. in history and English from Williams College and a J.D. from Harvard Law School.

Qualifications, Attributes and Skills: The Board believes that Mr. Pan brings extensive experience driving business development and expansion to the Board.

Rajeev Ruparelia

 

Age: 45

Director Since: 2014

Committees: Nominating and Corporate Governance

Class III Director

Mr. Ruparelia was appointed to the board of directors of Cushman & Wakefield in 2014. Mr. Ruparelia has served as a Managing Director at Ontario Teachers’ Pension Plan (“OTPP”) since April 2019. From 2008 to April 2019, he served as a Director at OTPP. Prior to joining OTPP in 2008, he worked in investment banking at Credit Suisse Group (New York), in investments at Cadillac Fairview (OTPP’s wholly owned real estate subsidiary) and in the corporate finance group at Deloitte & Touche LLP. Mr. Ruparelia is also an observer on the board of Coway Co., Ltd. He holds a B.A. in economics from Wilfrid Laurier University and an M.B.A. from the Rotman School of Management at the University of Toronto.

Specific Qualifications, Attributes and Skills: The Board believes that Mr. Ruparelia brings significant experience in the management of complex organizations and skills in strategic planning to the Board.

Required Vote

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

Recommendation

Our Board recommends that shareholders vote “FOR” all of the nominees.

 

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CORPORATE GOVERNANCE

 

Corporate Governance   Compensation Accountability   Shareholder Rights

 10 directors, 9 of whom are independent

 

 Share ownership requirements for non-employee directors and executive officers

 

 Shareholder rights to call special meetings

 Independent lead director

 

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

 

 Majority voting requirement for directors in uncontested elections

 Regular executive sessions of independent directors

 

 Compensation clawback policy for executive officers

 

 Advisory Say-on-Pay Vote — Annual

 All Board committees consist entirely of independent directors

 

 No gross-up for tax liabilities

 

 Robust Code of Business Conduct and Ethics and other governance policies

   

Shareholder Recommendations of Director Candidates

If you are a shareholder who would like to recommend a candidate for our Nominating and Corporate Governance Committee to consider for possible inclusion in our 2022 proxy statement, you must send notice to our Corporate Secretary at 225 West Wacker Drive, Chicago, Illinois 60606, by registered, certified or express mail, and provide a brief biography of the recommended candidate, a document indicating the recommended candidate’s willingness to serve if elected, and evidence of your share ownership. The Nominating and Corporate Governance Committee or its chair will then consider the recommended director candidate in accordance with the criteria for director selection described under “Proposal 1—Election of Directors—Director Nomination Criteria: Qualifications, Skills and Experience” on page 1.

Director Independence

Since our initial public offering in August 2018, our ordinary shares have been listed on the New York Stock Exchange (“NYSE”). Subject to certain exceptions, the NYSE rules require that (i) independent directors comprise a majority of a listed company’s board of directors and (ii) each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Members of the compensation committee and the audit committee of a listed company must also satisfy certain enhanced independence requirements under NYSE rules and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including Rule 10A-3.

Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that nine out of ten of our current directors are independent under NYSE rules. The independent directors are Messrs. Coslet, Dattels, McGinn, Miller, Pan and Ruparelia, and Mses. Brunner, McLean and Williamson. Our Board has also determined that Ms. Brunner, Mr. McGinn, Ms. McLean and Ms. Williamson, who comprise our Audit Committee, Mr. Dattels, Mr. McGinn and Mr. Pan, who comprise our Compensation Committee, and Mr. Dattels, Mr. Pan and Mr. Ruparelia, who comprise our Nominating and Corporate Governance Committee, satisfy the independence standards for those committees under the applicable rules of the NYSE and the Exchange Act.

Independent Director Meetings

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

Board Composition

Our business and affairs are managed under the direction of our Board. As of March 17, 2020, Michelle MacKay resigned from our Board to become our Chief Operating Officer, and Ms. Brunner joined our

 

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Board on August 6, 2020. On March 26, 2021, Qi Chen resigned from our Board and we appointed Anthony Miller to serve as Ms. Chen’s replacement. Our Board is currently comprised of ten directors. Our Articles of Association provide that our Board will have a minimum of five and maximum of eleven directors. Our Board is divided into three classes, with each director serving a three-year term and one class being elected at each year’s annual general meeting of shareholders. Messrs. Dattels, Pan and Ruparelia serve as Class III directors with a term expiring at the Annual Meeting. Ms. Brunner, Mr. Miller and Mr. Coslet serve as Class I directors with a term expiring in 2022. Mr. White, Mr. McGinn, Ms. McLean and Ms. Williamson serve as Class II directors with a term expiring in 2023. Upon the expiration of the term of office for each class of directors, each director in such class shall be elected for a term of three years and serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by the directors then in office.

Mr. White serves as the Executive Chairman of our Board and our CEO. When the Executive Chairman is also the CEO, our Corporate Governance Guidelines provide that our Board may elect one of our independent directors to serve as Lead Director. Mr. Dattels currently serves as our Lead Director and is responsible for serving as liaison between the Chairman and the independent directors, approving meeting agendas and schedules for the Board and presiding at executive sessions of the independent directors and any other Board meetings at which the Chairman is not present, among other responsibilities.

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

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

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

In accordance with the Shareholders’ Agreement, TPG has nominated Mr. Coslet and Mr. Dattels, PAG has nominated Mr. Pan and Mr. Miller and OTPP has nominated Mr. Ruparelia to our Board. Ms. Chen served as a nominee of PAG until her resignation on March 26, 2021.

Compensation Committee Interlocks and Insider Participation

During 2020, none of the members of the Compensation Committee (a) was an officer or employee of the Company or any of its subsidiaries, (b) was a former officer of the Company or any of its subsidiaries or (c) had any related party relationships requiring disclosure under Item 404 of SEC Regulation S-K. During 2020, no executive officer of the Company served as a member of the board of directors or on the compensation committee of any other company, one of whose executive officers or directors serve or served as a member of our Board or our Compensation Committee.

 

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Board of Directors’ Role in Risk Oversight

Our Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value.

Code of Business Conduct and Ethics

Our Board has adopted a Code of Business Conduct and Ethics applicable to our Chief Executive Officer and senior financial officers and all persons performing similar functions. A copy of that code is available on our corporate website at www.cushmanwakefield.com/investorrelations. We expect that any amendments to such code, or any material waivers of its requirements, will be disclosed on our website.

Board Meetings and Committees

Our Board held eight meetings in 2020. In 2020, each director attended at least 75% of the aggregate of all meetings of the Board and of any committees he or she served during the period such director was on the Board or committee, except for Ms. Chen, who attended 62.5% of the aggregate of all meetings of the Board.

We also encourage our directors to make every effort to attend our annual general meeting of shareholders unless they have an unavoidable conflict. However, because of the COVID-19 pandemic we strongly discouraged shareholders from attending the 2020 annual general meeting of shareholders in person. We also discouraged our directors from doing so, thus, none of our directors attended our 2020 annual general meeting of shareholders in person.

Our Board currently has three standing committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of which consists solely of independent directors. Each standing committee has adopted a written charter, meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from senior management and has the authority to retain outside advisors in its discretion. The primary responsibilities of each committee are summarized below and set forth in more detail in each committee’s written charter, which can be found in the corporate governance section on our website at http://ir.cushmanwakefield.com.

 

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The following table describes the current members of each standing committee and the number of meetings held by our Board and each standing committee in 2020:

 

Director*

  Board   

Audit

Committee

  

Compensation

Committee

  

Nominating

and

Corporate

Governance

Committee

Brett White

 

Chair

        

Angelique Brunner**

 

  

     

Jonathan Coslet

 

        

Timothy Dattels

 

Lead Director

     

Chair

  

Anthony Miller***

 

        

Richard McGinn****

 

  

  

  

Jodie McLean

 

  

     

Lincoln Pan

 

     

  

Chair

Rajeev Ruparelia

 

        

Billie Williamson

 

  

Chair

     

Number of Meetings

 

8

  

6

  

4

  

4

 

*

Michelle MacKay was a member of the Board during 2020 through her resignation on March 17, 2020 to become our Chief Operating Officer. Ms. MacKay was also a member of the Compensation Committee from March 7, 2019 through February 27, 2020.

 

**

Ms. Brunner was appointed to the Board on August 6, 2020 and was appointed to the Audit Committee on September 18, 2020.

 

***

Qi Chen was a member of the Board throughout 2020 and resigned on March 26, 2021. She was replaced by Mr. Miller.

 

****

Mr. McGinn was appointed to replace Ms. MacKay on the Compensation Committee on February 27, 2020.

Audit Committee

The members of the Audit Committee are Ms. Williamson (chair), Ms. Brunner, Mr. McGinn and Ms. McLean, all of whom are independent. Our Board has determined that each member is financially literate, and that Ms. Williamson is an audit committee financial expert. The primary responsibilities of the Audit Committee are:

 

   

appointing our independent registered public accounting firm annually; evaluating the independent auditor’s independence and performance and replaces it as necessary; pre-approving all audit and non-audit services; and setting guidelines for the hiring of former employees of the independent auditor;

 

   

reviewing the audit plans and findings of our independent auditor and our internal audit function;

 

   

reviewing with our management and independent auditor our financial statements, including any significant financial reporting issues and changes in accounting policies;

 

   

reviewing with our management and independent auditor the adequacy of our internal controls over financial reporting;

 

   

overseeing our policies and procedures with respect to risk assessment and risk management; and

 

   

overseeing the implementation and effectiveness of our compliance and ethics program, including our “whistleblowing” procedures.

 

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Nominating and Corporate Governance Committee

The members of the Nominating and Corporate Governance Committee are Mr. Pan (chair), Mr. Dattels and Mr. Ruparelia, all of whom are independent. The primary responsibilities of the Nominating and Corporate Governance Committee are:

 

   

developing and recommending criteria to the Board for selecting new directors;

 

   

conducting inquiries into the background and qualifications of candidates for the Board and recommending proposed nominees to the Board;

 

   

recommending corporate governance guidelines to the Board; and

 

   

overseeing the evaluation of the performance of the Board.

Compensation Committee

The members of the Compensation Committee are Mr. Dattels (chair), Mr. Pan and Mr. McGinn, all of whom are independent. The primary responsibilities of the Compensation Committee are:

 

   

reviewing and recommending to the Board for approval the corporate goals and objectives relevant to the compensation of our CEO; evaluating the performance of our CEO in light of those goals and objectives; and recommending to the Board for approval the compensation of our CEO based on that evaluation;

 

   

reviewing and approving the corporate goals and objectives relevant to the compensation of our executive officers (other than the CEO); evaluating the performance of our executive officers (other than the CEO) in light of those goals and objectives; and determining the compensation of our executive officers (other than the CEO) based on that evaluation;

 

   

reviewing and approving policies and guidelines related to the compensation of our executive officers and directors; and

 

   

establishing, reviewing and administering our compensation and employee benefit plans.

Stock Ownership Policy

We recognize the importance of aligning the interests of our management and directors with those of our shareholders. As a result, the Board has established a stock ownership policy whereby our Named Executive Officers and directors who are not employees of the Company or any Principal Shareholder (a “Non-Employee Director”) are expected to accumulate “Owned Equity” and “Qualifying Equity” in Company stock having a fair market value equal to the multiples of annual base salary set forth in the table below.

 

 

 

Owned Equity

(vested but unsettled RSUs, ordinary shares beneficially

owned and shares held in a 401(k) plan or notionally

through a deferred compensation plan)

 

Qualifying Equity

(all “Owned Equity” plus

unvested time-based RSUs)

Chief Executive Officer   2x Salary   6x Salary
Other Named Executive Officers   1x Salary   3x Salary
Non-Employee Directors   N/A   5x Annual Cash Retainer

Any Named Executive Officer or Non-Employee Director who does not meet or exceed these guidelines is subject to retention requirements that restrict the sale of some or all of such person’s equity. Our CEO and Non-Employee Directors are subject to a 100% retention requirement and our other Named Executive Officers are subject to 75% retention requirements. The retention requirements do not apply to shares acquired for fair value prior to our initial public offering, or shares withheld to satisfy tax or exercise price payment obligations. As of December 31, 2020, all of our Named Executive Officers were in compliance with the applicable ownership policy and all Named Executive Officers had achieved their Owned Equity and Qualifying Equity guidelines except for Ms. MacKay, who became our Chief Operating Officer in March 2020. Our Non-Employee Directors are relatively new to our Board and have not yet reached their applicable ownership requirements. Thus, Ms. MacKay and each Non-Employee Director is subject to the 100% retention requirement.

 

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Derivatives Trading, Hedging and Pledging Policies

We have adopted an insider trading policy that provides that no employee, officer or member of our Board may acquire, sell or trade in any interest or position relating to the future price of our securities, such as a put option, a call option or a short sale (including a short sale “against the box”) or engage in hedging transactions (including “cashless collars”). We have also adopted a general policy that prohibits our executive officers and members of our Board from pledging any of their ordinary shares as collateral for a loan or other financial arrangement.

Tax Considerations

Section 162(m) of the Code generally disallows public companies a tax deduction for federal income tax purposes of remuneration in excess of $1 million paid to the Named Executive Officers. Once an individual has been a Named Executive Officer, the deduction limitation applies indefinitely. As a newly public company, we may rely upon certain transition relief under Section 162(m) available for certain types of compensation. Nonetheless, the Compensation Committee believes that the potential deductibility of the compensation payable under the Company’s executive compensation program should be only one of many relevant considerations in setting compensation. Accordingly, the Compensation Committee has deemed or may deem in the future that it is appropriate to provide one or more executive officers with the opportunity to earn compensation that may be in excess of the amount deductible by reason of Section 162(m) or other provisions of the Code.

We do not provide any executive officer with a “gross-up” or other reimbursement payment for any tax liability as a result of the application of Sections 409A or 4999 of the Code and we have not agreed and are not otherwise obligated to provide any Named Executive Officer with such a “gross-up” or other reimbursement.

Communications with our Board

Shareholders and other interested parties may write to any of the Board’s members at Cushman & Wakefield plc, c/o Brett Soloway, Executive Vice President, General Counsel and Corporate Secretary, 225 West Wacker Drive, Chicago, Illinois 60606. The Board considers shareholder questions and comments to be important and endeavors to respond promptly and appropriately, even though the Board may not be able to respond to all shareholder inquiries directly. The General Counsel will review any shareholder communications and will forward to the Chair of our Board, our Board or any of its members a summary and/or copies of any such correspondence that deals with the functions of our Board or committees thereof or that the General Counsel otherwise determines requires their attention. Certain circumstances may require that our Board depart from the procedures described above, such as the receipt of threatening letters or e-mails or voluminous inquiries with respect to the same subject matter.

Submission of Shareholder Proposals and Board Nominees

Shareholders who wish to present a proposal in accordance with SEC Rule 14a-8 for inclusion in our proxy materials to be distributed in connection with our 2022 annual general meeting of shareholders must submit their proposals in accordance with that rule so that they are received by the Secretary at the address set forth above no later than the close of business on December 8, 2021. If the date of our 2022 annual meeting is more than 30 days before or after May 6, 2022, then the deadline to timely receive such material shall be a reasonable time before we begin to print and send our proxy materials.

Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received. As the rules of the SEC make clear, simply submitting a timely proposal does not guarantee that it will be included in our proxy materials.

Our Articles of Association require that shareholders who intend to propose any resolution, including nominating candidates for election as directors, at our 2022 annual meeting must provide notice of

 

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such proposals in writing to our Secretary no earlier than the close of business on January 6, 2022 and no later than the close of business on February 7, 2020, unless our 2022 annual general meeting of shareholders is to be held more than 30 days before or more than 60 days after May 6, 2022, in which case the shareholder’s notice must be delivered no earlier than the close of business on the 120th day prior to the 2022 annual general meeting and no later than the close of business on the later of the 90th day prior to the 2022 annual general meeting or the 10th day after public announcement of the date of the 2022 annual general meeting is first made. The notice must set forth the information required by our articles of association.

Additionally, under section 338 of the UK Companies Act, shareholders meeting the threshold requirements set forth in that section may require us to include a resolution in our notice of annual general meeting. Provided that the appropriate thresholds are met, notice of the resolution or matter must be received by our Secretary at least six weeks prior to the date of the annual general meeting or, if later, at the time notice of the annual general meeting is delivered to shareholders.

 

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PROPOSAL 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2021. Although the ratification of this appointment is not required to be submitted to a vote of the shareholders, the Board believes it appropriate as a matter of policy to request that the shareholders ratify the appointment of the registered public accounting firm for the year ending December 31, 2021.

We anticipate that a representative of KPMG LLP will be present at the Annual Meeting. The representative will be given the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to any appropriate questions that may be submitted by shareholders at the annual meeting.

Required Vote

This proposal will be approved if the number of votes cast “FOR” the proposal exceed the number of votes cast “AGAINST” the proposal. Abstentions are not considered votes cast and will not have any effect on this proposal. If you own shares through a bank, broker or other holder of record, your broker may vote your shares on this proposal in the absence of instructions from you because this is considered a routine matter.

Recommendation

Our Board recommends that shareholders vote “FOR” the proposal to ratify KPMG LLP as our independent registered public accounting firm for the year ended December 31, 2021.

 

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AUDIT AND OTHER FEES

The following table shows the fees for audit and other services provided by KPMG LLP for the fiscal years ended December 31, 2020 and 2019:

 

Fees

  Fiscal 2020     Fiscal 2019  
Audit Fees   $                 7,574,000     $                 10,873,000  
Audit-Related Fees     722,000       708,000  
Tax Fees     59,000       1,115,000  
All Other Fees            
 

 

 

 
Total Fees   $ 8,355,000     $ 12,696,000  
 

 

 

 

A description of the types of services provided in each category is as follows:

Audit Fees—Includes fees associated with the audit of our annual financial statements, review of our annual report on Form 10-K and quarterly reports on Form 10-Q, statutory audits, and consents and assistance with and review of registration statements filed with the SEC. In addition, audit fees include those fees associated with the audit of the effectiveness of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act.

Audit-Related Fees—Includes fees associated with internal control matters and services not required by statute or regulation.

Tax Fees—Includes fees associated with tax compliance at domestic and international locations and domestic and international tax advice.

Pre-Approval Policies and Procedures

The Audit Committee’s policy is to review and approve the plan and scope of the audit and non-audit services to be provided by the auditors and the fees to be paid for such services. Consistent with the Audit Committee charter, all audit and non-audit services provided by the auditors for the relevant financial years are approved by the Audit Committee, which determines whether the services provided by the auditors are compatible with maintaining the auditor independence.

Audit Committee Report

The Audit Committee operates pursuant to a charter adopted by the Board. The Audit Committee reviews and assesses the adequacy of this charter annually. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this proxy statement under “The Board of Directors and Certain Governance Matters—Committee Membership and Responsibilities—Audit Committee.”

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company for the year ended December 31, 2020 with management and with the independent registered public accounting firm.

Discussions included, among other things:

 

   

the acceptability and quality of the accounting principles;

 

   

the reasonableness of significant accounting judgments and critical accounting policies and estimates;

 

   

the clarity of disclosures in the financial statements; and

 

   

the adequacy and effectiveness of Cushman & Wakefield’s financial reporting procedures and disclosure controls and procedures.

 

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Management represented to the Audit Committee that the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2020 were prepared in accordance with generally accepted accounting principles. The Audit Committee also discussed with management and KPMG LLP the process used to support certifications by the Company’s Chief Executive Officer and Chief Financial Officer that are required by the SEC and the Sarbanes-Oxley Act of 2002 to accompany the Company’s periodic filings with the SEC and the process used to support management’s annual report on the Company’s internal controls over financial reporting.

The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by applicable Public Company Accounting Oversight Board (“PCAOB”) standards (including significant accounting policies, alternative accounting treatments, critical audit matters and estimates, judgments and uncertainties). In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Billie Williamson (Chair)

Angelique Brunner

Richard McGinn

Jodie McLean

Notwithstanding any statement in any of our filings with the SEC that might be deemed to incorporate part or all of any filings with the SEC by reference, including this Proxy Statement, the foregoing Audit Committee Report is not incorporated into any such filing.

Shareholder Requests Under Section 527 of the UK Companies Act

Under section 527 of the UK Companies Act, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the UK Companies Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with section 527 or section 528 of the UK Companies Act. Where the Company is required to place a statement on a website under section 527 of the UK Companies Act, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the UK Companies Act to publish on a website.

 

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PROPOSAL 3 APPOINTMENT OF UK STATUTORY AUDITOR

Under the UK Companies Act, the Company is required to appoint the UK statutory auditor at each meeting at which the annual report and accounts are presented to shareholders, to hold office until the conclusion of the next such meeting. The Audit Committee has recommended to the Board the re-appointment of KPMG LLP as the Company’s UK statutory auditor and has confirmed to the Board that its recommendation is free from third party influence and that no restrictive contractual provisions have been imposed on the Company limiting the choice of auditor.

Required Vote

This proposal will be approved if the number of votes cast “FOR” the proposal exceed the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes are not considered votes cast and will not have any effect on this proposal. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

Recommendation

Our Board recommends that shareholders vote “FOR” the proposal to appoint KPMG LLP as our UK Statutory Auditor.

 

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PROPOSAL 4 AUDIT COMMITTEE AUTHORIZATION TO DETERMINE COMPENSATION OF UK STATUTORY AUDITOR

Under the UK Companies Act, the remuneration of our UK statutory auditor must be fixed in a general meeting or in such manner as may be determined in a general meeting. We are asking our shareholders to authorize the Audit Committee of the Company to determine the remuneration of KPMG LLP in its capacity as the Company’s UK statutory auditor under the UK Companies Act.

Required Vote

This proposal will be approved if the number of votes cast “FOR” the proposal exceed the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes are not considered votes cast and will not have any effect on this proposal. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

Recommendation

Our Board recommends that shareholders vote “FOR” the proposal to authorize the Audit Committee to determine the compensation of our UK Statutory Auditor.

 

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PROPOSAL 5 ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

In accordance with SEC rules, we are asking you to approve, on an advisory basis, a resolution on the compensation of the Named Executive Officers as reported in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives you the opportunity to endorse our 2020 executive compensation program and policies for our Named Executive Officers.

In deciding how to vote on this proposal, our Board encourages you to review the “Compensation Discussion and Analysis” in this Proxy Statement beginning on page 16 for a detailed description of our executive compensation philosophy and programs.

This vote is not intended to address any specific item of compensation, but rather the overall compensation that was paid in 2020 to our Named Executive Officers resulting from our compensation objectives, policies and practices as described in this Proxy Statement. Because your vote is advisory, it will not be binding upon the Board. However, the Board and the Compensation Committee value the opinions expressed by our shareholders and will review the voting results in connection with their ongoing evaluation of our executive compensation program.

Our executive compensation program is designed to provide an attractive, flexible and effective compensation package to our executive officers that is tied to our corporate performance and aligned with the interests of our shareholders. Our executive compensation program is designed to help us recruit, motivate and retain the caliber of executive officers necessary to deliver consistent high performance to our clients, shareholders and other stakeholders. Our executive compensation program is based on the following principles, which are further detailed under the Compensation Discussion and Analysis section of this Proxy Statement:

 

   

Retain and hire the best leaders.

 

   

Pay for performance.

 

   

Reward long-term growth and profitability.

 

   

Tie compensation to business performance.

 

   

Align executive compensation with shareholder interests.

 

   

Limited personal benefits.

The text of the resolution in respect of Proposal 5 is as follows:

RESOLVED, that the compensation paid to our Named Executive Officers for 2020 set forth in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in this Proxy Statement, as disclosed pursuant to Item 402 of Regulation S-K, is hereby approved on an advisory basis.

Required Vote

This proposal will be approved if the number of votes cast “FOR” the proposal exceed the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes are not considered votes cast and will not have any effect on this proposal. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

Recommendation

Our Board recommends that shareholders vote “FOR” the advisory approval of the compensation of our Named Executive Officers for the year ended December 31, 2020.

 

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis addresses the principles underlying our executive compensation program and the policies and practices for the fiscal year ended December 31, 2020 for (i) our principal executive officer, (ii) our principal financial officer and (iii) the three other most highly compensated executive officers of the Company as of December 31, 2020:

 

   

Brett White, our Executive Chairman and Chief Executive Officer;

 

   

Duncan Palmer, our former Executive Vice President and Chief Financial Officer;

 

   

John Forrester, our Executive Vice President and Global President;

 

   

Michelle MacKay, our Executive Vice President and Chief Operating Officer; and

 

   

Brett Soloway, our Executive Vice President, General Counsel and Corporate Secretary.

We refer to these executive officers as the “Named Executive Officers.” On February 28, 2021, Mr. Palmer retired from his role as Chief Financial Officer and is now a consultant for the Company. On the same date, the Company hired Neil Johnston as its Executive Vice President and Chief Financial Officer.

At our 2020 annual general meeting of shareholders, shareholders approved our 2019 compensation of our named executive officers with 99% of the votes cast in favor of our practices. Given the high level of support, the Compensation Committee did not make any significant changes to its approach to executive compensation specifically as a result of this “say-on-pay” vote. The Compensation Committee considers the outcome of our annual say-on-pay votes when making future compensation decisions for our named executive officers.

Compensation Philosophy and Objectives

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

 

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Our compensation policies and practices also allow us to communicate our goals and standards of conduct and performance and to motivate and reward employees for their achievements. In general, the same principles governing the compensation of our executive officers also apply to the compensation of all our employees, which include:

 

Principle   Practice
Retain and hire the best leaders.   Competitive compensation to facilitate attracting and retaining high-quality talent.
Pay for performance.   A significant portion of pay depends on annual and long-term business and individual performance; in general, the level of “at-risk” compensation increases as the officer’s scope of responsibility increases.
Reward long-term growth and profitability.   Rewards for achieving long-term results, and alignment with the interests of our shareholders.
Tie compensation to business performance.   A significant portion of pay is tied to measures of performance of the business or businesses over which the individual has the greatest influence.
Align executive compensation with shareholder interests.   The interests of our executive officers are linked with those of our shareholders through the risks and rewards of stock ownership.
Limited personal benefits.   Perquisites and other personal benefits are limited to items that serve a reasonable business-related purpose.

Compensation Mix

Our executive compensation program has been designed to reward strong performance by focusing the compensation opportunity for each of our executive officers on annual and long-term incentives that depend upon our performance as a whole, as well as the performance of our individual businesses or on the basis of individual metrics where appropriate.

Compensation-Setting Process

Role of the Compensation Committee

The Compensation Committee is responsible for overseeing our executive compensation program (including our executive compensation policies and practices) and approving the compensation of our executive officers, including the Named Executive Officers (except for our CEO).

Our Board is responsible for approving all compensation paid to our CEO. Pursuant to its charter, the Compensation Committee has the responsibility to review and recommend to the Board any proposed change in compensation for our CEO at least annually, as well as for evaluating our CEO’s performance and recommending actual payments under the annual incentive plan in light of the corporate goals and objectives applicable to him.

Role of Executive Officers

The Compensation Committee receives support from our Human Resources Department in designing our executive compensation program and analyzing competitive market practices. A senior member of our Human Resources Department and our General Counsel generally attend regular meetings of the Compensation Committee in order to provide insight and expertise regarding the operation of our compensation programs and to provide support and assistance with respect to the legal and governance implications of our compensation decisions. Our CEO also regularly participates in

 

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Compensation Committee meetings, providing management input on organizational structure, executive development and financial analysis. In addition, our CFO provides the financial information used by the Compensation Committee to make decisions with respect to incentive compensation goals based on achievement of financial targets and related payouts for our annual and long-term incentive programs.

Our CEO evaluates the performance of each of our executive officers against any annual objectives established for the business or functional area for which such executive officer is responsible. Our CEO then reviews each executive officer’s target compensation opportunity and based upon the target compensation opportunity and the individual’s performance, proposes compensation adjustments, subject to review and approval by the Compensation Committee. Neither our CEO nor any other Named Executive Officer participates in the evaluation of his or her own performance and he or she is not present during discussions relating to his or her compensation.

Role of Independent Compensation Consultant

In fulfilling its duties and responsibilities, the Compensation Committee has the authority to engage the services of outside advisers on an as-needed basis. In 2019, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant to assist it with compensation matters. That engagement continued into 2020 until March 20, 2020. On March 20, 2020, the Compensation Committee engaged Pay Governance LLC (“Pay Governance”) as its new independent compensation consultant.

Pay Governance regularly attends meetings of the Compensation Committee, responds to inquiries from members of the Compensation Committee and provides analysis with respect to these inquiries. Pay Governance works collaboratively with our management to gain an understanding of our business and compensation programs to help them advise the Compensation Committee. In addition, Pay Governance regularly confers with our management to collect, analyze and present data requested by the Compensation Committee.

The Compensation Committee has asked Pay Governance to regularly provide independent advice on the following matters (among others):

 

   

the composition of our compensation peer group (including analyzing executive compensation levels and practices of the companies in our compensation peer group);

 

   

our compensation plan risk;

 

   

current market trends and best practices in executive and director compensation design; and

 

   

the overall levels of compensation and types and blend of various compensation elements.

Pay Governance does not provide any services to us other than the services provided to the Compensation Committee.

 

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Peer Group

Our Compensation Committee, with the assistance of our independent compensation consultant, reviews and establishes our peer group annually and uses such peer group as a reference source in its executive compensation deliberations. The peer group is established by evaluating companies that the Compensation Committee, with the assistance of our independent compensation consultant, believes are comparable to us with respect to industry segment, business profile and various financial criteria. Our 2020 peer group, which was approved by our Compensation Committee in April 2020, is set forth below. The only changes from our 2019 peer group were (i) the removal of Aon and Willis Towers Watson due to the merger of those companies and (ii) the removal of Fiserv and Fidelity National Information Services since both companies acquired other companies, which resulted in each entity no longer being comparable to us from a financial perspective.

 

Direct Peers    Other Business Service Peers
CBRE    AECOM
Colliers International    Boston Properties
Jones Lang LaSalle    CACI International
   CGI Group
   Duke Realty Corporation
   EMCOR
   Jacobs Engineering
   KBR
   Kelly Services
   Leidos
   Robert Half International
   Unisys

At the time the Compensation Committee established our 2020 peer group in April 2020, our revenue was near the median of our peer group and our market capitalization was near the 25th percentile of our peer group. We believe this positioning relative to our peer group provides our Compensation Committee with a sound basis for comparing our compensation to market competitors.

This peer group data is not used by the Compensation Committee in isolation but rather serves as one point of reference for making decisions about compensation. The Compensation Committee also takes into consideration other factors it considers relevant, such as the financial and operational performance of our businesses, individual performance, experience and skill set, specific retention concerns and internal equity.

Compensation-Related Risk Assessment

The Compensation Committee evaluates each element of our executive compensation program in order to ensure that it does not encourage our executive officers to take excessive or unnecessary risks or incentivize the achievement of short-term results at the expense of our long-term interests. We believe we have designed our executive compensation program to address potential risks while also rewarding our executive officers for achieving financial and strategic objectives through prudent business judgment and appropriate risk taking. Among other things, we have attempted to mitigate risk by adopting stock ownership guidelines, hedging and pledging prohibitions and clawback policies. Based on our 2020 evaluation, we concluded that our executive compensation policies and practices are appropriately structured and do not encourage employees to take unnecessary or excessive risks.

Compensation Elements

Our executive compensation program consists of base salary, annual incentive compensation, long-term equity incentive awards and health, welfare and other customary employee benefits.

 

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Table of Contents

Base Salary

We believe that a competitive base salary is critical in attracting and retaining key executive talent. In evaluating the base salaries of our Named Executive Officers, the Compensation Committee considers several factors, including individual and company performance, qualifications, experience, tenure and scope of responsibilities, future potential, competitive market practices, difficulty of finding a replacement, our desired compensation position with respect to the competitive market and internal equity.

The Compensation Committee generally reviews salaries in the early part of each year and, if appropriate, adjusts to reflect changes in the considerations described above and to respond to market conditions and competitive pressures. As reflected in the table below, there were no increases to the base salaries for our Named Executive Officers in 2020.

 

Named Executive Officer

  2019 Base Salary   2020 Base Salary   Percentage Change

Mr. White

   

$

950,000

   

$

950,000

   

 

0

%

Mr. Palmer

   

$

600,000

   

$

600,000

   

 

0

%

Mr. Forrester

   

$

593,101

   

$

611,842

**

   

 

0

%

Ms. MacKay*

   

 

N/A

   

$

600,000

   

 

N/A

Mr. Soloway

   

$

500,000

   

$

500,000

   

 

0

%

 

*

Ms. MacKay became our Chief Operating Officer on March 17, 2020.

 

**

Change from 2019 base salary was due to FX fluctuation, not due to a change in base salary.

In light of the COVID-19 pandemic, members of our global management team, including all of our Named Executive Officers, elected to voluntarily forgo a portion of their unearned salaries. Effective as of April 20, 2020, Mr. White elected to forgo 25% of his base salary and each of Mr. Palmer, Ms. MacKay and Mr. Soloway elected to forgo 20% of his or her base salary. Effective as of May 1, 2020, Mr. Forrester elected to forgo 20% of his base salary. Such voluntary reductions for the Named Executive Officers, other than Mr. Forrester, were in effect until October 5, 2020, and, for Mr. Forrester, until October 1, 2020.

Annual Incentive Compensation

Each year, our executive officers are eligible to receive annual cash incentive awards under our Annual Incentive Plan (“AIP”). At the beginning of each year the Compensation Committee (and the Board for the CEO) approves the terms and conditions of the AIP, including the selection of one or more performance measures as the basis for determining the funding of annual cash bonuses, the performance range relative to our annual operating plan and the weighting of such performance measures.

Target Annual Cash Bonus Opportunities

The annual target cash bonus opportunity for each Named Executive Officer is expressed as a percentage of base salary. Similar to base salaries, in evaluating the target cash bonus opportunity of our Named Executive Officers, the Compensation Committee considers several factors, including individual and company performance, qualifications, experience, tenure and scope of responsibilities, future potential, competitive market practices, difficulty of finding a replacement, our desired compensation position with respect to the competitive market and internal equity. As reflected in the following table, there were no changes to the bonus targets for the Named Executive Officers in 2020.

 

Named Executive Officer

  2019 Target Cash Bonus
(% of base salary)
  2020 Target Cash Bonus
(% of base salary)

Mr. White

   

 

210.5

%

   

 

210.5

%

Mr. Palmer

   

 

150

%

   

 

150

%

Mr. Forrester

   

 

193

%

   

 

193

%

Ms. MacKay

   

 

N/A

   

 

150

%

Mr. Soloway

   

 

75

%

   

 

75

%

 

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Table of Contents

Annual Cash Bonus Decisions; 2020 Performance and Payouts

The 2020 AIP was designed to be based on the achievement of a certain percentage of the performance measure selected by the Compensation Committee, from a minimum of 70% to a maximum of 130% as measured against the relevant annual operating plan target, subject to the achievement of the minimum 70% on a consolidated basis and the discretion of the Compensation Committee (and the Board for the CEO), with straight line interpolation between performance levels. Other items and adjustments are made to the selected performance measure at the discretion of the Compensation Committee (and the Board for the CEO) to ensure that the achievement reflects underlying performance as determined by the Compensation Committee (and the Board for the CEO). Typically, the bonus paid to each Named Executive Officer under the AIP is determined based on financial performance that results in a funded range of 0% to 200% of the Named Executive Officer’s respective applicable target, and the Compensation Committee (and the Board for the CEO) has the discretion to adjust the amount of the actual cash bonus payments to be received as it deems to be appropriate, upwards to the applicable cap or downwards to zero.

The COVID-19 pandemic had several significant effects on our business in 2020. In 2020, we achieved full year financial performance with the following results:

 

   

Revenue for the full year was $7.8 billion, down 10% (10% local currency). Fee revenue was $5.5 billion, down 15% (14% local currency).

 

   

Full year Net loss was $220.5 million, with Loss per share of $1.00 and Adjusted earnings per share of $0.81.

 

   

Full year Adjusted EBITDA was $504.3 million, down 30% (31% local currency).

For the 2020 AIP, prior to the onset of the COVID-19 pandemic in the United States, the Compensation Committee (and the Board for the CEO) chose Adjusted EBITDA as the corporate performance measure, with a target Adjusted EBITDA of $835 million. Our 2020 financial results did not meet the minimum 70% threshold against the target Adjusted EBITDA. As such, no annual bonus amounts would have been paid to our Named Executive Officers for fiscal year 2020 under the 2020 AIP. However, after considering our performance in light of the COVID-19 pandemic, including that the Company delivered significant cost actions to offset a portion of the financial impact of the COVID-19 pandemic on the Company, the Compensation Committee (and the Board for the CEO) used its discretionary authority to waive the minimum 70% threshold and approved a cash bonus equal to 50% of target for each of our Named Executive Officers. The Compensation Committee also eliminated the minimum 70% threshold as a requisite of the 2021 AIP program for all participants.

The following table summarizes the payouts to the Named Executive Officers under the 2020 AIP.

 

Named Executive Officer

  2020 Actual
Cash Bonus Payment
  Actual Cash Bonus Payment
as Percentage of Target
Cash Bonus Award

Mr. White

   

$

1,000,000

   

 

50

%

Mr. Palmer

   

$

450,000

   

 

50

%

Mr. Forrester

   

$

592,000

   

 

50

%

Ms. MacKay*

   

$

356,250

   

 

50

%

Mr. Soloway

   

$

187,500

   

 

50

%

 

*

Ms. MacKay became our Chief Operating Officer on March 17, 2020 and thus her 2020 AIP payout is pro-rated.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for further detail on the Company’s use of financial measures.

Long-Term Incentive Compensation

We provide long-term incentive compensation to our executive officers because we believe it promotes long-term growth and profitability by aligning the interests of our management with the interests of our shareholders and by encouraging retention.

 

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Table of Contents

At the beginning of each year, the Compensation Committee (and the Board for the CEO) determines the target and type of equity award to be delivered to each executive officer. In 2020, our long-term incentive program consisted of a combination of time-vesting and performance-vesting restricted stock units (“RSUs”) to effectively and efficiently balance performance and retention objectives. All awards were granted under our 2018 Omnibus Management Share and Cash Incentive Plan.

The following table summarizes the mix of time-vesting RSUs and performance-vesting RSUs for each Named Executive Officer in 2020, which was the same mix as 2019.

 

Named Executive Officer

  Time-Vesting RSUs
(% of award)
  Performance-Vesting RSUs
(% of award)

Mr. White

   

 

75

%

   

 

25

%

Mr. Palmer

   

 

N/A

   

 

N/A

Mr. Forrester

   

 

60

%

   

 

40

%

Ms. MacKay

   

 

60

%

   

 

40

%

Mr. Soloway

   

 

60

%

   

 

40

%

The following table summarizes the target equity award values of each Named Executive Officer in 2020.

 

Named Executive Officer

   2020 Target Award Values

Mr. White

    

$

7,000,000

Mr. Palmer

    

 

N/A

Mr. Forrester

    

$

2,500,000

Ms. MacKay

    

$

2,200,000

Mr. Soloway

    

$

800,000

Time-Vesting RSUs—Vesting Schedule

To encourage retention, the RSUs vest in equal annual installments over a four-year period commencing on the first anniversary of the grant date. As the RSU awards are inherently tied to the performance of our ordinary shares, we consider a vesting schedule based on continued service appropriate to provide both retention and performance incentives. In February 2021, the Compensation Committee (and the Board for the CEO) approved reducing this vesting period from four years to three years for awards granted in 2021.

Performance-Vesting RSUs

For the performance-vesting portion of the RSU award, the Named Executive Officer receives an award on the grant date expressed as a target number of RSUs. The actual number of ordinary shares delivered to the executive in settlement of the RSU award is based on our performance results with regards to the predetermined metric or metrics across the measurement period. To receive the shares in settlement, the executive must remain employed through the settlement date of the award.

For the 2020 performance-vesting RSUs, payouts will be based 50% on a target Adjusted EBITDA Margin Accretion, as measured as the average of three separate years of performance (2020, 2021 and 2022), and 50% on a target Relative TSR, as measured on a cumulative basis over a measurement period commencing in March 2020 and ending in February 2023. Adjusted EBITDA Margin Accretion is a measure of profitability obtained by dividing Adjusted EBITDA by Fee revenue. Relative TSR is the Company’s total shareholder return relative to the companies in the Russel 3000. For each performance metric, payout ranges from 0% to 150% of target. Each performance metric also includes a minimum threshold. If actual performance is less than the minimum threshold level, the payout will be 0% for that metric. The payout for each metric is linearly interpolated for performance between the minimum threshold and target and also for performance between the target and maximum.

For the 2020 performance-vesting RSUs that are based on Relative TSR, the payouts will be based on the achievement percentages over the performance period relative to the companies in the Russell

 

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Table of Contents

3000 as set forth below (except that if the total shareholder return of the Company is negative over the performance period, the achievement percentage shall not exceed 100%).

No adjustments or modifications were made to awards granted in 2019 or 2020.

 

Level of Achievement

  

Relative TSR Percentile Rank

  

Achievement Percentage

Below Threshold

  

Less than 25th percentile

  

0%

Threshold

  

At least the 25th percentile

  

50%

Target

  

At least the 50th percentile

  

100%

Maximum

  

At least the 75th percentile

  

150%

In February 2021, the Compensation Committee (and the Board for the CEO) approved the following modifications to the performance-vesting portion of the RSUs awarded in 2021:

 

   

The weight given to the target Adjusted EBITDA Margin Accretion portion of the performance-vesting RSUs is reduced from 50% to 25%;

 

   

The target Relative TSR portion of the performance-vesting RSUs is eliminated and replaced with a target Strategic Cost Efficiency with a weight of 75%;

 

   

Each performance metric will be measured each year and averaged over the three-year performance period; and

 

   

No awards may vest until the end of the full three-year performance period.

The target Strategic Cost Efficiency is a measure of achievement of the Company’s progress on strategic cost efficiency goals as compared to the relevant annual operating plan approved by our Board annually.

Health, Welfare, Retirement and Other Employee Benefits

We provide benefits to our Named Executive Officers on the same basis as all of our full-time employees. These benefits include 401(k) retirement, medical, pharmacy, dental and vision benefits, medical and dependent care flexible spending accounts, short-term and long-term disability insurance, accidental death and dismemberment insurance and basic life insurance coverage.

Perquisites and Other Personal Benefits

We only provide perquisites and other personal benefits to our executive officers when we believe they are appropriate to assist an individual in the performance of duties and the achievement of business objectives, to make our executive officers more efficient and effective, and for recruitment and retention purposes. The Compensation Committee believes that the perquisites and personal benefits that we provide are a reasonable component of our overall executive compensation program and are consistent with market practices. We may provide other perquisites or other personal benefits in the future to achieve similar goals, subject to approval and periodic review by our Compensation Committee.

Employment Agreements and Severance Arrangements

We have entered into written employment agreements with Messrs. White, Palmer and Forrester, and Ms. MacKay and Mr. Soloway are party to offer letters with the Company. We also entered into a transition agreement with Mr. Palmer in February 2020 in connection with his retirement. These agreements establish the terms and conditions governing their employment, including any termination thereof, and also include restrictive covenants. These arrangements are more fully described below under “—Employment Arrangements.”

Mr. White’s rights to receive severance are set forth in his employment agreement and Mr. Palmer’s rights to receive severance are set for in his employment agreement and transition agreement. Each of Mr. Forrester, Ms. MacKay and Mr. Soloway are entitled to certain benefits under our severance plan

 

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Table of Contents

that we believe is in line with market practice. Consistent with the arrangements governing the severance for Messrs. White and Palmer, in the event Mr. Forrester’s, Ms. MacKay’s or Mr. Soloway’s employment is terminated by the Company without “cause”, he or she will receive a severance payment based on a multiple of base salary only (1.5x in the case of Mr. Forrester and 1.0x for Ms. MacKay and Mr. Soloway). The severance will be payable over 18 months, in the case of Mr. Forrester, and 12 months, in the cases of Ms. MacKay and Mr. Soloway, and will be subject to the requirement that the individual execute a valid release and comply with any restrictive covenants to which he or she is subject.

Employment agreements and severance benefits assist us in the recruitment and retention of executive talent.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed with management the Compensation Discussion & Analysis and, based on such review and discussion, has recommended to the Board that the Compensation Discussion & Analysis be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2020.

 

   The Compensation Committee
  

Timothy Dattels (Chair)

  

Lincoln Pan

  

Richard McGinn

 

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Table of Contents

Executive Compensation Tables

Summary Compensation Table

The following table sets forth information regarding the compensation to our Named Executive Officers for the fiscal years presented:

 

Name and Principal Position

  Year     Salary     Bonus(1)     Stock
Awards(2)
    Option
Awards(2)
    Non-Equity
Incentive Plan
Compensation(3)
    All Other
Compensation(4)
    Total  

Brett White,

Executive Chairman and Chief Executive Officer

    2020     $ 876,923     $ 1,000,000     $ 7,113,074             $ 66,120     $ 9,056,207  
    2019     $ 950,000           $ 6,150,409           $ 2,152,503           $ 9,252,912  
    2018     $ 950,000           $ 45,131,905           $ 3,066,600     $ 91,455     $ 49,239,960  

Duncan Palmer,

EVP, Chief Financial Officer

   

2020

2019

2018

 

 

 

  $

$

$

567,692

600,000

600,000

 

 

 

  $

 

$

450,000

1,450,000

 

 

 

   

$

$


2,600,279

999,998

 

 

 

   

$


1,717,800

 

 

   

$

$


968,747

919,980

 

 

 

  $

$

$

7,125

7,000

6,750

 

 

 

  $

$

$

1,024,817

4,176,026

5,694,528

 

 

 

John Forrester, (5)

EVP, Global President

   

2020

2019

2018

 

 

 

  $

$

$

560,855

593,101

628,312

 

 

 

  $

 

$

592,000

1,450,000

 

 

 

  $

$

$

2,564,610

2,600,279

2,058,824

 

 

 

   

$


1,717,800

 

 

   

$

$


1,235,250

1,864,068

 

 

 

  $

$

$

99,763

80,078

84,832

 

 

 

  $

$

$

3,817,228

4,508,708

7,803,836

 

 

 

Michelle MacKay, (6)

Chief Operating Officer

    2020     $ 408,077     $ 496,250     $ 2,471,539       $     $ 7,125     $ 3,382,991  

Brett Soloway,

EVP, General Counsel and Corporate Secretary

   

2020

2019

2018

 

 

 

  $

$

$

484,615

495,479

470,137

 

 

 

  $

 

$

187,500

300,000

 

 

 

  $

$

$

820,667

832,089

437,500

 

 

 

   

$


250,955

 

 

   

$

$


387,375

364,159

 

 

 

 

$

 

 

 

  $

$

$

1,492,782

1,714,943

1,822,751

 

 

 

 

(1)

The amounts reported reflect the annual cash bonus amounts granted to our Named Executive Officers in the Compensation Committee’s (and the Board’s for the CEO) sole discretion. As discussed above under “Compensation Elements—Annual Incentive Compensation,” because we did not meet our threshold performance level of achievement under the 2020 AIP, no annual cash bonus amount would have been payable to our Named Executive Officers under the 2020 AIP. However, after considering our performance, the Compensation Committee (and the Board for the CEO) exercised its business judgment and discretionary authority to waive the minimum 70% threshold performance level and approved a cash bonus equal to 50% of target for each of our Named Executive Officers. Because these bonuses were granted to the Named Executive Officers in the Compensation Committee’s (and the Board’s for the CEO) sole discretion, the amount approved for each Named Executive Officer is reported in the “Bonus” column. Amount for Ms. MacKay includes annual cash bonus amount of $356,250 and $140,000 in a cash sign-on bonus.

 

(2)

The amounts reported in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of the stock-based awards granted to the Named Executive Officers during the years presented, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The “Stock Awards” column also includes the value of performance-vesting awards. With respect to the performance-vesting awards granted in 2020, the amounts represent the fair value of the performance-vesting award at the grant date assuming the target level of performance conditions are achieved. Assuming the maximum level of performance conditions are achieved, the fair value amounts for such awards would be $8,044,605, $3,096,908, $3,047,305 and $991,000 for Mr. White, Mr. Forrester, Ms. MacKay and Mr. Soloway, respectively. For the assumptions used in valuing these awards for purposes of computing this expense, please see Note 12 of the consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2020.

 

(3)

The amounts represent cash bonus amounts earned pursuant to our Annual Incentive Plan for the applicable year. For information on the cash bonus amounts earned in respect of the 2020 fiscal year, see footnote (1) above.

 

(4)

“The amounts in this column include the following categories of perquisites for 2020: for Mr. White, $66,210 for legal fees incurred in connection with the negotiation of Mr. White’s Amended and Restated Employment Agreement; for Mr. Palmer and Ms. MacKay, 401(k) contributions by the Company ($7,125 each); and for Mr. Forrester, $61,184 in cash in lieu of retirement benefits, $17,368 for car allowance, in addition to amounts for tax compliance services and certain core benefits including life assurance, private medical and income protection; The amounts reported for perquisites and other benefits represent the actual cost incurred by us in providing these benefits to the indicated Named Executed Officer.

 

(5)

Salary, Non-Equity Incentive and All Other Compensation for Mr. Forrester have been converted from GBP at a rate of $1.3158/GBP.

 

(6)

Salary amount reported for Ms. MacKay also includes a $25,000 payment received as a fee in respect of her services as a member of the Board.

 

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Table of Contents

2020 Grants of Plan-Based Awards Table

The following table sets forth, for each of the Named Executive Officers, the plan-based awards granted during 2020.

 

Name

  Grant
Date
    Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)
   

 

Estimated Future Payouts Under

Equity Incentive Plan
Awards(2)

    All  Other
Stock
Awards:
Number
of Shares
of Stock
or Units(3)
    Grant
Date Fair
Value  of
Stock
Awards(4)
 
  Threshold     Target     Maximum     Threshold     Target     Maximum  

Mr. White

      $ 2,000,000     $ 4,000,000            
    2/27/2020             51,867       103,734       155,601       311,204     $ 7,113,074  

Mr. Palmer

      $ 900,000     $ 1,800,000            

Mr. Forrester

      $ 1,184,000     $ 2,368,000            
    2/27/2020             29,638       59,276       88,914       88,916     $ 2,564,610  

Ms. MacKay

      $ 712,500     $ 1,425,000            
    4/14/2020             37,351       74,702       112,053       112,055     $ 2,471,539  

Mr. Soloway

    $ 93,750     $ 375,000     $ 750,000            
      2/27/2020                               9,484       18,968       28,452       28,453     $ 820,667  

 

(1)

These values represent the threshold, target and maximum cash payouts under the Fiscal 2020 AIP.

 

(2)

These amounts represent the target and maximum number of shares underlying performance-based RSUs authorized by the Compensation Committee on February 27, 2020. The actual payout levels for these grants will be set by the Compensation Committee in 2023 following the end of the three-year performance period. The performance-based RSUs vest in one installment on the date the Compensation Committee certifies the performance conditions.

 

(3)

These amounts represent time-vesting RSUs which will vest and settle in four substantially equal installments on each of the first four anniversaries of the grant date, subject, with certain limited exceptions, to the executive’s continuing employment through each such vesting date.

 

(4)

The fair values for the time-vesting RSUs and the performance-vesting RSUs that are based on Margin Accretion represent the fair value of an ordinary share on the grant date, which is based on the closing price of our ordinary shares on the grant date ($16.87). The fair values of the performance-vesting RSUs that are based on Relative TSR was determined using a Monte Carlo simulation based on the assumptions set forth in Note 12 of the consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2020.

2020 Outstanding Equity Awards at Year-End Table

The following table sets forth, for each of the Named Executive Officers, the equity awards outstanding as of December 31, 2020.

 

Name

  Number of
Securities
Underlying
Unexercised
Options -
Exercisable
  Number of
Securities
Underlying
Unexercised
Options -
Unexercisable
  Number of
Securities
Underlying
Unexercised
Unearned
Options
  Option
Exercise
Price
  Option
Expiration
Date
  Number of
Shares or
Units of
Stock That
Have Not
Vested
  Market
Value of
Shares  or
Unit of
Stock That
Have Not
Vested(1)
  Number of
Unearned
Shares or
Units of
Stock That
Have Not
Vested
  Market or
Payout
Value of
Unearned
Shares or
Units of
Stock That
Have Not
Vested(1)

Mr. White

      64,108               $ 10.00       5/8/2025                
                          833,952 (4)      $ 12,367,508       819,744 (9)      $ 12,156,809

Mr. Palmer

      389,500           200,000 (3)      $ 10.00       5/8/2025                
                          90,757 (5)      $ 1,345,919       56,022 (10)      $ 830,806

Mr. Forrester

      400,000           200,000 (3)      $ 10.00       5/8/2025                
                          151,941 (6)      $ 2,253,285       115,298 (10)      $ 1,709,869

Ms. MacKay

                                     
                          112,055 (7)      $ 1,661,776       74,702 (10)      $ 1,107,831

Mr. Soloway

      26,666           13,334 (3)      $ 10.00       5/8/2025                
      20,000           10,000 (3)      $ 12.00       1/7/2026                
      21,334       5,332 (2)        13,334 (3)      $ 17.00       3/31/2027                
                                                          48,621 (8)      $ 721,049       36,895 (10)      $ 547,153

 

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Table of Contents
(1)

The market value of unvested and unearned stock awards is calculated as of December 31, 2020, as the aggregate number of shares underlying the unvested time-vesting RSUs and the unvested performance-vesting RSUs (at target) multiplied by our year end closing stock price of $14.83.

 

(2)

Consists of time-vesting options, 2,665 of which vested on March 10, 2021 and the remainder of which are scheduled to vest on March 10, 2022.

 

(3)

Consists of performance-vesting options that will vest upon the occurrence of a liquidity event or significant cash sale in the event the Principal Shareholders realize a multiple of money that is at least equal to 2.0 or if our average closing share price for a period of 90 days is at least $20.

 

(4)

Consists of time-vesting RSUs, 77,801 of which vested on February 27, 2021, 63,025 of which vested on March 7, 2021, 55,147 of which vested on March 15, 2021, and the remainder of which are scheduled to vest as follows:

 

Number of RSUs   

Vesting Date(s)

223,379

  

May 8, 2021

55,147  

  

March 15, 2022

126,050

  

Two equal installments on March 7, 2022 and 2023

233,403

  

Three equal installments on February 27, 2022, 2023 and 2024

 

(5)

Consists of (i) 27,732 time-vesting RSUs that were scheduled to vest in two equal installments on September 6, 2021 and 2020, but were accelerated and vested on February 28, 2021 in accordance with Mr. Palmer’s Transition Agreement; and (ii) 63,025 time-vesting RSUs that were scheduled to vest in three equal installments on March 7, 2021, 2022 and 2023, but were converted into restricted stock on February 28, 2021 in accordance with Mr. Palmer’s Transition Agreement and will continue to vest on the same vesting schedule (and thus 21,009 of such restricted stock vested on March 7, 2021). See “Executive Compensation Tables—Employment Arrangements” for more information on Mr. Palmer’s Transition agreement.

 

(6)

Consists of time-vesting RSUs, 22,229 of which vested on February 27, 2021, 21,009 of which vested on March 7, 2021, and the remainder of which are scheduled to vest as follows:

 

Number of RSUs   

Vesting Date(s)

42,016

  

Two equal installments on March 7, 2022 and 2023

66,687

  

Three equal installments on February 27, 2022, 2023 and 2024

 

(7)

Consists of time-vesting RSUs which are scheduled to vest as follows:

 

Number of RSUs   

Vesting Date(s)

112,055    Four equal installments on April 14, 2021, 2022, 2023 and 2024

 

(8)

Consists of time-vesting RSUs, 7,114 of which vested on February 27, 2021, 6,723 of which vested on March 7, 2021, and the remainder of which are scheduled to vest as follows:

 

Number of RSUs   

Vesting Date(s)

13,445

  

Two equal installments on March 7, 2022 and 2023

21,339

  

Three equal installments on February 27, 2022, 2023 and 2024

 

(9)

Consists of performance-vesting RSUs (at target) with the following performance-vesting criteria: (i) 558,448 of such performance-vesting RSUs vest in 12.5% increments if our closing share price for a period of 90 days is at least $22.30, $25.10, $27.80, $30.60 and $33.40; (ii) 73,529 of such performance-vesting RSUs vest only upon the occurrence of a liquidity event in which the Principal Shareholders realize a net multiple of money of at least 2.0; (iii) 84,033 of such performance-vesting RSUs represent 2019 performance-vesting RSUs and payouts will be based 50% on a target Adjusted EBITDA Margin Accretion, as measured on a cumulative basis over a measurement period commencing on January 1, 2019 and ending on December 31, 2021, and 50% on a target Relative TSR, as measured on a cumulative basis over a measurement period commencing in March 2019 and ending on February 2022; and (iv) 103,734 of such performance-vesting RSUs represent 2020 performance-vesting RSUs and payouts will be based 50% on a target Adjusted EBITDA Margin Accretion, as measured on a cumulative basis over a measurement period commencing on January 1, 2020 and ending on December 31, 2022, and 50% on a target Relative TSR, as measured on a cumulative basis over a measurement period commencing in March 2020 and ending on February 2023. See “Components of Compensation—Long-Term Incentive Compensation-Performance-Vesting RSUs.”

 

(10)

Consists of performance-vesting RSUs (at target) for each Named Executive Officer (other than Mr. White) as set forth below representing: (i) 2019 performance-vesting RSUs (at target) and payouts will be based 50% on a target Adjusted EBITDA Margin Accretion, as measured on a cumulative basis over a measurement period commencing on January 1, 2019 and ending on December 31, 2021, and 50% on a target Relative TSR, as measured on a cumulative basis over a measurement period commencing in March 2019 and ending on February 2022; and (ii) 2020 performance-vesting RSUs and payouts will be based 50% on a target Adjusted EBITDA Margin Accretion, as measured on a cumulative basis over a

 

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  measurement period commencing on January 1, 2020 and ending on December 31, 2022, and 50% on a target Relative TSR, as measured on a cumulative basis over a measurement period commencing in March 2020 and ending on February 2023. See “Components of Compensation – Long-Term Incentive Compensation-Performance-Vesting RSUs.”

 

Named Executive Officer

  2019 Performance-
Vesting RSUs (at target)
  2020 Performance-
Vesting RSUs (at target)

Mr. Palmer

   

 

56,022

   

 

Mr. Forrester

   

 

56,022

   

 

59,276

Ms. MacKay

   

 

   

 

74,702

Mr. Soloway

   

 

17,927

   

 

18,968

2020 Options Exercised and Stock Vested Table

The following table sets forth, for each of the Named Executive Officers, the number of ordinary shares acquired upon the exercise of options and vesting of RSUs during 2020, and the aggregate value realized (before payment of any applicable withholding tax and broker commission) upon the exercise or vesting of such awards.

 

Name

Option Awards –
Number of
Shares
Acquired
on Exercise
Option Awards –
Value Realized  on
Exercise
Stock Awards –
Number of  Shares
Vested
Stock Awards –
Value on Vesting

Mr. White

 

17,755

$

163,879

 

619,909

$

8,543,739

Mr. Palmer

 

 

 

13,866

$

158,901

Mr. Forrester

 

 

 

119,048

$

1,578,302

Ms. MacKay

 

 

 

 

Mr. Soloway

 

 

 

20,833

$

245,250

2020 Nonqualified Deferred Compensation Table

In December 2018, the Company adopted a new executive deferred compensation plan (the “DCP”), which became effective on January 1, 2019. The DCP allows highly compensated employees to defer a portion of their salary, bonus, commissions and/or equity-based compensation, enabling the employee to defer tax on compensation until payment is made. Deferred compensation is credited into an account denominated in ordinary shares of the Company in a number determined based on the fair market value of the Company’s ordinary shares on the date of the deposit. All payments are made in ordinary shares.

The following table sets forth Nonqualified Deferred Compensation Arrangements for our Named Executive Officers in 2020.

 

Name

Executive
Contributions
in Last Fiscal
Year(1)
Registrant
Contributions
in Last Fiscal
Year
Aggregate
Earnings
in Last
Fiscal Year
Aggregate
Withdrawals/
Distributions(4)
Aggregate
Balance at
Last FYE
($)(3)

Mr. White

 

 

 

 

 

Mr. Palmer

 

 

$

(785,715

)(2)

 

$

2,077,030

Mr. Forrester

 

 

 

 

 

Ms. MacKay

 

 

 

 

 

Mr. Soloway

$

820,667

 

$

(368,843

)(2)

 

$

1,367,904

 

(1)

Amounts reflect the fair market values on the grant date of RSUs deferred under the DCP. All amounts are also included in the compensation shown for the applicable officer in the Summary Compensation Table under the column “Stock Awards”.

 

(2)

Represents appreciation in the price of shares underlying deferred RSUs under the DCP.

 

(3)

Represents the value of all deferred RSUs under the DCP using our year end closing stock price of $14.83.

 

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Employment Arrangements

Each of the Named Executive Officers is party to certain agreements or arrangements governing their employment, as described below.

Mr. White

The Company and Cushman & Wakefield Global, Inc. are party to an amended and restated employment agreement with Mr. White, effective as of August 27, 2020, with a term extending through December 31, 2023. The employment agreement was approved by the Board to provide for continued implementation of the Company’s strategy and better continuity of management. To the extent he meets certain continued service requirements, Mr. White will be entitled to an annual long-term incentive award of RSUs with a grant date fair value between $10,000,000 and $15,000,000 in March of each of 2021, 2022 and 2023. The RSUs will vest over a three-year vesting period, with 50% of the RSUs also subject to the achievement of certain performance-based vesting conditions, which will be determined and approved by the Board as of the grant date and set forth in the applicable grant agreement, and, in all cases, subject to the provision of continued services or transition obligations in the event Mr. White resigns as CEO in certain circumstances.

Mr. White’s base salary may not be reduced below $950,000. Mr. White is eligible for a target annual bonus opportunity equal to $2,000,000, based on individual and/or company performance, as determined by the Board, with the maximum annual bonus opportunity equal to $4,000,000. In 2018 and again in 2019 and 2020, Mr. White’s overall compensation was reviewed and amended to better reflect market practice and levels for his service as the CEO and as a result, by March 15, 2018, 2019 and 2020, Mr. White had received a grant of RSUs with respect to a number of shares of the Company having a value of at least $5,000,000 on the date of grant. By March 15, 2021, 2022 and 2023, as described above, Mr. White is entitled to receive a grant of RSUs with respect to a number of shares of the Company having a value of at least $10,000,000 on the date of grant. Of these RSUs, other than those that will be granted in 2021, 2022 and 2023 (which will vest on the terms described above), 75% are subject to the provision of continued services or certain transition obligations in the event he resigns as CEO, and 25% will vest upon the occurrence of a sale of a significant portion of our ordinary shares held by our Principal Shareholders for cash at a multiple of money of 2.0x, subject to his remaining employed as of such date.

If Mr. White’s employment is terminated by us without cause or if he resigns for good reason (both as defined in the employment agreement and each, a “Qualifying Termination”), he is entitled to: (i) continued base salary from the date of termination through December 31, 2023 (the “Severance Period”), (ii) continued participation in our medical, dental and health plans at his cost for a period beginning on the date of termination and ending on the 18-month anniversary of the termination of his employment and (iii) an amount equal to his target annual bonus opportunity for the year in which the termination occurs and for each subsequent fiscal year, if any, during the Severance Period. In addition, if the Severance Period is longer than 18 months, then for each month after the 18-month anniversary of the termination date until the end of the Severance Period, Mr. White will be entitled to receive an amount that reasonably equates to the Company’s cost of health insurance coverage for Mr. White that would otherwise be provided under COBRA. The employment agreement also provides for the following modified treatment of Mr. White’s outstanding long-term incentive equity awards upon a Qualifying Termination: (i) certain vested stock options will remain exercisable for up to 90 days following the Qualifying Termination, (ii) all unvested and outstanding time-based vesting RSUs will accelerate and fully vest as of the Qualifying Termination, (iii) all unvested and outstanding performance-based vesting RSUs that were granted prior to the date of the employment agreement will remain outstanding and eligible to vest, to the extent the applicable performance conditions are achieved, with any continued service requirements deemed satisfied, and (iv) all unvested and outstanding performance-based vesting RSUs issued after the date of the employment agreement will accelerate and vest based upon levels of achievement reasonably determined by the Company as of the Qualifying Termination, with any continued service requirements deemed satisfied.

 

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Under the employment agreement, in the event that (i) the Board determines that Mr. White will no longer serve as the CEO, the Company has hired a new CEO and Mr. White has completed certain transition obligations, (ii) the Board and Mr. White mutually agree to maintain Mr. White as Executive Chairman of the Board following the Company’s appointment of a new CEO or (iii) Mr. White’s employment automatically terminates on December 31, 2023 (each, a “Qualifying Resignation”), the above-mentioned modified vesting conditions with respect to Mr. White’s long-term incentive equity awards will also apply to Mr. White’s equity awards upon the Qualifying Resignation. In the event Mr. White’s employment terminates due to his death or disability, in addition to earned salary and benefits, he is entitled to his annual bonus for the year of termination based on actual performance.

Mr. White is subject to certain restrictive covenants, including prohibitions on (i) competing with us during his employment with us and for a period of 18 months thereafter, (ii) soliciting or hiring our customers or employees during his employment with us and for a period of 24 months thereafter, and (iii) non-disparagement, confidentiality and intellectual property obligations. If Mr. White resigns without good reason at the end of the term, he may (a) continue to receive his then-current base salary for up to 18 months, (b) continue to participate in our medical, dental and health plans at his cost for up to 18 months and (c) exercise any vested stock options for a period of up to 90 days following the resignation date, subject to his continued compliance with any other obligations he has to us, unless we notify him that we are waiving our rights to enforce the non-competition covenant.

Mr. Palmer

CW Facility Services Inc. (as successor in interest of DTZ US NewCo, Inc.) is party to an employment agreement with Mr. Palmer, effective as of March 16, 2015, which had an initial term of three years and is subject to automatic one-year extensions thereafter. On February 27, 2020, in connection with Mr. Palmer’s planned retirement in 2021, we entered into a transition agreement with Mr. Palmer, which was amended on November 19, 2020 to extend the separation date and increase the aggregate compensation due to Mr. Palmer during his consulting term (as amended, the “Transition Agreement”). The Transition Agreement provides that Mr. Palmer’s original employment agreement will remain in effect until his separation from the Company, which will occur no later than February 28, 2021. Mr. Palmer’s original employment agreement provides that his salary may not be reduced below $600,000. Following his separation, Mr. Palmer will serve as a consultant to the Company until December 31, 2021, and will be entitled to monthly payments in an amount that would result in aggregate payments totaling $1,050,000 for the consulting period, prorated for any partial periods of service during the consulting period. During the consulting period, Mr. Palmer will also be eligible to receive continued health insurance coverage under COBRA at the same level and cost to him as if he were an employee of the Company, subject to his continued eligibility for COBRA coverage. The Transition Agreement also provides that Mr. Palmer will be entitled to a prorated performance bonus for 2021. In lieu of the grant of any equity awards in 2020, Mr. Palmer will be entitled to receive a cash payment on March 15, 2021 (or within 30 days following the separation date) equal to $2,500,000, prorated according to his service from January 1, 2020 through the separation date.

With respect to outstanding equity awards, the Transition Agreement contemplates that (i) all performance-based vesting RSUs outstanding as of the separation date will remain eligible to vest if, and to the extent, the performance of the Company satisfies the applicable performance vesting requirements as of the end of the applicable performance period, with any continued employment requirements deemed satisfied; (ii) all time-based vesting RSUs granted in 2018 will fully vest on the separation date; (iii) all time-based vesting RSUs granted in 2019 will be converted into restricted stock and will continue to vest as set forth in the applicable award agreement; (iv) all time-based stock options granted prior to the Company’s initial public offering, which are now fully vested, will be exercisable for a period of 90 following the date on which Mr. Palmer is no longer providing services to the Company as a consultant; and (v) all performance-based stock options granted prior to the Company’s initial public offering, will remain eligible to vest if, and to the extent, the performance of the Company satisfies the applicable performance vesting requirements as of the end of the applicable performance period, with any continued employment requirements deemed satisfied. The Transition Agreement also provides that, with respect to Mr. Palmer’s participation in any of our non-qualified deferred compensation plans, he will be treated as incurring a separation from service as of the separation date.

 

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The Transition Agreement provides that if Mr. Palmer’s employment is terminated by us without cause or if he resigns for good reason (both as defined in the employment agreement) prior to his separation, he will become entitled to the benefits described above as though the separation date occurred on the actual date of his termination of employment, except that Mr. Palmer will not serve as a consultant in the case of such termination or resignation and will not be entitled to receive any monthly consulting fees.

Mr. Palmer is subject to certain restrictive covenants set forth in his employment agreement, the Transition Agreement and the agreements governing his equity awards, including prohibitions on (i) competing with us during his employment with, and provision of consulting services to, us and for a period of 36 months thereafter, (ii) soliciting or hiring our customers or employees during his employment with, and provision of consulting services to, us and for a period of 36 months thereafter and (iii) non-disparagement, confidentiality and intellectual property obligations.

Mr. Forrester

The terms of Mr. Forrester’s employment are governed by an employment agreement with Cushman & Wakefield Debenham Tie Leung Limited. Under the employment agreement, Mr. Forrester is entitled to an annual base salary, which is subject to annual review, and to participate in the employer’s benefits scheme.

Under our current severance policy, upon termination (other than for cause), Mr. Forrester is entitled to severance consisting of 18 months’ base salary continuation plus a pro-rated bonus based on actual performance for the year in which he was terminated.

Mr. Forrester is subject to certain restrictive covenants set forth in his employment agreement and the agreements governing his equity awards, including prohibitions on (i) competing with us during his employment with us and for a period of 12 months thereafter, (ii) soliciting or hiring our customers or employees during his employment with us and for a period of 12 months thereafter and (iii) non-disparagement, confidentiality and intellectual property obligations.

Offer Letters

Ms. MacKay and Mr. Soloway are both “at will” employees, although the general terms of their employment were initially set out in offer letters between themselves and the Company. Their current salaries, target bonuses and severance policies are determined by the Compensation Committee. See “—Summary Compensation Table” and “—Potential Payments Upon Termination or Change in Control.” In addition, Ms. MacKay and Mr. Soloway are both subject to customary restrictive covenants set forth in the agreements governing their Company equity awards.

Management Stockholders’ Agreement

As previously disclosed, we have made pre-IPO equity grants under the DTZ Jersey Holdings Limited Management Equity Incentive Plan (the “MEIP”), which was adopted by our corporate predecessor in May 2015, and pursuant to RSU agreements. We and the Principal Shareholders have entered into a management stockholders’ agreement with each of our executive officers that remains in effect until December 31, 2021 and which governs all pre-IPO equity held by our executive officers, whether acquired pursuant to the exercise of options granted under the MEIP, the settlement of RSUs or purchases. The equity is held pursuant to a nominee arrangement and is generally nontransferable, except that a participant may transfer their rights for estate planning purposes or otherwise as permitted by us. In no event will a transfer be permitted to a competitor. The management stockholders’ agreement provides for drag-along, tag-along and post-termination repurchase and recapture rights, lock-up and other restrictions.

Potential Payments Upon Termination or Change in Control

The Named Executive Officers are eligible to receive certain severance payments and benefits under their employment and equity grant agreements or our Severance Plan in connection with a termination of employment under various circumstances and/or a change in control.

 

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The table below provides an estimate of the value of such payments and benefits assuming that a qualifying termination of employment and, as applicable, a change in control, occurred on December 31, 2020, and assuming a share price of $14.83 per share, the closing price of the ordinary shares on such date. The actual amounts that would be paid or distributed to the Named Executive Officers as a result of one of the termination events occurring in the future will depend on factors such as the date of termination, the manner of termination and the terms of the applicable agreements in effect at such time, which could differ materially from the terms and amounts described here.

Potential Payments and Benefits upon Termination of Employment or Change in Control Table

 

Triggering Event(1)

  Mr. White(2)(7)   Mr. Palmer(3)   Mr. Forrester(4)   Ms. MacKay(5)   Mr. Soloway(6)
Termination without Cause or for Good Reason Not in Connection With Change in Control                    
Base Salary     $ 1,900,000     $ 600,000     $ 917,763     $ 600,000     $ 500,000
Annual Bonus     $ 1,000,000     $ 450,000     $ 592,000     $ 356,250     $ 187,500
Accelerated Vesting of Stock Options                              
Accelerated Vesting of Restricted Share Unit Awards     $ 6,494,024     $ 411,258                  
Health and Welfare Benefits     $ 34,274     $ 7,797     $ 5,262       22,374     $ 14,646
TOTAL     $ 9,428,298     $  1,469,055     $  1,515,025     $ 978,624     $ 702,146
Termination without Cause or for Good Reason in Connection With Change in Control                    
Base Salary     $ 1,900,000     $ 600,000     $ 917,763     $ 600,000     $ 500,000
Annual Bonus     $ 1,000,000     $ 450,000     $ 592,000     $ 356,250     $ 187,500
Accelerated Vesting of Stock Options           $ 966,000     $ 966,000           $ 92,703
Accelerated Vesting of Restricted Share Unit Awards     $ 24,524,318     $ 1,345,919     $ 3,963,154     $ 2,769,606     $ 1,268,202
Health and Welfare Benefits     $ 34,274     $ 7,797     $ 5,262     $ 22,374     $ 14,646
TOTAL     $ 27,458,592     $ 3,369,716     $ 6,444,179     $ 3,748,230     $ 2,063,051
Death or Disability                    
Base Salary                              
Annual Bonus     $ 1,000,000     $ 450,000     $ 592,000     $ 356,250     $ 187,500
Accelerated Vesting of Restricted Share Unit Awards     $ 10,203,722     $ 1,345,919     $ 3,963,154     $ 2,769,606     $ 1,268,202
TOTAL     $ 11,203,722     $ 1,795,919     $ 4,555,154     $ 3,125,856     $ 1,455,702

 

(1)

The calculations presented in this table illustrate the estimated payments and benefits that would have been paid to each of the Named Executive Officers had their employment been terminated on December 31, 2020 for each of the following reasons: a termination of employment without “cause” or a termination of employment by a Named Executive Officer for “good reason” (including following a change in control of DTZ Jersey Holdings Limited) or the individual’s death or disability.

 

(2)

In the event of his death or disability, Mr. White is eligible to receive a pro rata portion of his target annual cash bonus opportunity for the year of his death or disability, based on our actual performance for the year.

 

(3)

Includes the vesting of 200,000 options which would only vest if such change of control constitutes a “liquidity event” in accordance with the applicable documents governing such awards. In the event of his death or disability, Mr. Palmer is eligible to receive a pro rata portion of his target annual cash bonus opportunity for the year of his death or disability, based on our actual performance for the year.

 

(4)

Includes (i) 267,239 unvested RSUs subject to vesting in the event of a qualifying termination following a change of control and (ii) and 200,000 options which would only vest if such change of control constitutes a “liquidity event” in accordance with the applicable documents governing such awards. Base salary and health and welfare amounts are converted from GBP to USD at a rate of $1.3158/GBP.

 

(5)

Includes (i) 186,757 unvested RSUs which vest in the event of a qualifying termination following a change of control.

 

(6)

Includes (i) 85,516 unvested RSUs subject to vesting in the event of a qualifying termination following a change in control and 42,000 options which would only vest if such change of control constitutes a “liquidity event” in accordance with the

 

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  applicable documents governing such awards. Pursuant to the MEIP, 100% of unvested options subject to time-based vesting conditions shall vest upon a termination without cause or for good reason within the two-year period following a change in control.

 

(7)

No termination of Mr. White’s employment is required for these awards to vest, subject to any applicable performance criteria, in the event of a liquidity event. These calculations assume that the change in control constitutes a liquidity event. In the absence of a liquidity event, only 688,046 time-based and performance-based RSUs would vest upon a change in control. Additionally, 333,673 time-based RSUs vest in conjunction with a “Qualifying Resignation.”

Director Compensation Program

Directors who are also employees of the Company or any Principal Shareholder do not receive any compensation for their services as directors.

In 2020, each director who is not an employee of the Company or any Principal Shareholder (a “Non-Employee Director”) was entitled to receive annual cash retainers for Board and committee service as set forth in the table below. Directors do not earn fees for each meeting attended; however, they are reimbursed for their travel expenses.

 

Type of Compensation

  Base Retainer   Additional Retainer
For Committee Chair

Annual board member retainer

   

$

 90,000

   

 

n/a

Audit Committee member

   

$

10,000

   

$

 20,000

Compensation Committee member

   

$

10,000

   

$

15,000

Nominating and Corporate Governance Committee member

   

$

5,000

   

$

10,000

In light of the COVID-19 pandemic, our Non-Employee Directors elected to voluntarily forgo 20% of their cash retainers during the third quarter of 2020. The Board did not accept Ms. Williamson’s election to voluntarily forgo 20% of her cash retainer because of the increased demands on her time during the pandemic.

In addition, each Non-Employee Director is eligible to receive an annual RSU award with a grant date value of $170,000, which will vest in full on the earlier of first anniversary of the date of grant or the annual shareholder meeting. All awards granted in 2020 were granted under our 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan.

The table below summarizes the compensation of each director (other than Mr. White) in 2020.

 

Name

  Fees Earned or Paid
in Cash
  Stock Awards(1)   Total

Jonathan Coslet

   

 

   

 

   

 

Timothy Dattels

   

 

   

 

   

 

Qi Chen(2)

   

 

   

 

   

 

Lincoln Pan

   

 

   

 

   

 

Rajeev Ruparelia

   

 

   

 

   

 

Angelique Brunner(3)

   

$

36,240

   

$

 143,542

   

$

 179,782

Michelle MacKay(4)

   

$

25,000

   

 

   

$

25,000

Richard McGinn(5)

   

$

 102,907

   

$

170,000

   

$

272,907

Jodie McLean

   

$

95,000

   

$

170,000

   

$

265,000

Billie Williamson

   

$

120,000

   

$

170,000

   

$

290,000

 

(1)

The column titled “Stock Awards” reports the fair value of the RSU awards to the Non-Employee Directors at their grant dates in 2020 calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For the assumptions used in valuing these awards for purposes of computing this expense, please see Note 12 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020.

 

(2)

Ms. Chen resigned from our Board on March 26, 2021 and was replaced as a Class I director by Anthony Miller.

 

(3)

Ms. Brunner joined our Board on August 6, 2020 and joined the Audit Committee on September 18, 2020.

 

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(4)

Ms. MacKay was a member of the Board during 2020 through her resignation on March 17, 2020 to become our Chief Operating Officer. Ms. MacKay was also a member of the Compensation Committee from March 7, 2019 through February 27, 2020.

 

(5)

Mr. McGinn joined the Compensation Committee on February 27, 2020.

CEO Pay Ratio

The SEC has adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total compensation of the principal executive officer (“PEO”). The Company’s PEO is our CEO. The Company is presenting the required disclosure as follows:

For purposes of calculating our CEO pay ratio in 2020, we used the same median employee that was identified as of December 31, 2019 for calculating last year’s pay ratio because we believe that there have not been any material changes in our employee population or compensation arrangements which would significantly change our pay ratio disclosure. Our median employee is a full-time employee located in the United States. We determined this person’s total compensation, calculated in accordance with Item 402(c) of Regulation S-K, was $51,845, which includes base, bonus and company 401(k) match. Based upon this methodology and the CEO’s total compensation of $9,056,207, as set forth in the Summary Compensation Table, we estimate the ratio of our CEO pay to the median worker’s pay is 175:1.

The SEC requirements for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us.

 

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DIRECTORS AND EXECUTIVE OFFICERS

We have provided below summary biographies of our directors (other than our director nominees whose biographies appear under Proposal 1) and executive officers.

Directors

Brett White

 

Age: 61

Class II Director

Mr. White has served as Executive Chairman and Chief Executive Officer of Cushman & Wakefield since 2015. Prior to joining Cushman & Wakefield, Mr. White had a 28-year career with CBRE, serving as Chief Executive Officer from 2005 to 2012 and President from 2001 to 2005. He was also a member of CBRE’s board of directors from 1998 to 2013. Previously, he served as a trustee of the University of San Francisco and as a member of the board of directors for Edison International, Southern California Edison, Realogy Holdings Corporation and Mossimo, Inc. Mr. White holds a B.A. in Biology from the University of California, Santa Barbara.

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

Angelique Brunner

 

Age: 49

Class I Director

Ms. Brunner was appointed to the board of directors of Cushman & Wakefield in 2020. Ms. Brunner is the CEO and Founder of EB5 Capital, where she is engaged in all aspects of the firm’s commercial real estate investments, including deal-making, investor procurement and business management. Prior to founding EB5 Capital, Ms. Brunner worked in various aspects of finance real estate development and venture capital at Fannie Mae, Neighborhood Development Company, National Capital Revitalization Corporation and Core Capital Partners. She holds a B.A. from Brown University and a Master of Public Affairs from Princeton University. Ms. Brunner is currently the Industry Membership Chair & Spokesperson for EB-5 Investment Coalition, and is a member of Urban Land Institute, the U.S. Chamber of Commerce and Real Estate Executive Council (REEC).

Qualifications, Attributes and Skills: The Board believes that Ms. Brunner’s significant experience and expertise in real estate development, entrepreneurial spirit and strong connections in the commercial real estate industry generally qualifies her to serve on the Board.

Anthony Miller

 

Age: 64

Class I Director

Mr. Miller was appointed to the board of directors of Cushman & Wakefield in March 2021. Mr. Miller joined PAG as Chief Executive Officer of PAG Japan Limited in June 2009 and is a Partner of the Group. Prior to joining PAG, he was a Partner of alternative asset manager Ramius LLC, where he was in charge of their business in Asia and Japan. Previously he was a Managing Director and head of the Hong Kong office for The Carlyle Group and a Managing Director and Head of Corporate Finance of Bear Stearns Asia. Mr. Miller currently serves as a director of Edelweiss Securities Limited. He is also trustee of the American School in Japan, and a member of the Council on Foreign Relations, the U.S. Japan Council and the World Economic Forum. Mr. Miller holds a B.A. with honors from Brown University and an M.B.A. with honors from Harvard Business School.

Qualifications, Attributes and Skills: The Board believes that Mr. Miller’s extensive experience in private equity and institutional investing qualifies him to serve on the Board.

 

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Jonathan Coslet

 

Age: 55

Class I Director

Mr. Coslet was appointed to the board of directors of Cushman & Wakefield in 2018. Mr. Coslet is a Senior Partner of TPG Global LLC (“TPG”). Mr. Coslet is also a member of the firm’s Investment Committee and Management Committee. Prior to joining TPG, he worked at Donaldson, Lufkin & Jenrette, and before that, at Drexel Burnham Lambert, where he started his career. Mr. Coslet previously served on the board of directors of IQVIA Holdings Inc., Biomet, Inc., IASIS Healthcare LLC, Quintiles IMS Holdings, Inc., Quintiles Transnational Holdings Inc., PETCO Animal Supplies, Inc. and Neiman Marcus Group, Inc. He currently serves on the boards of Life Time Fitness, Inc. and on the Stanford Medical Advisory Council and the Stanford Institute for Economic Policy Research Advisory Board, and he serves as a Trustee for Menlo School. Mr. Coslet holds a B.S. in economics and finance from the Wharton School of the University of Pennsylvania and an M.B.A. from Harvard Business School.

Qualifications, Attributes and Skills: More than 25 years of experience in advising and growing companies; extensive management and board of director experience; and finance background.

Richard McGinn

 

Age: 74

Class II Director

Mr. McGinn was appointed to the board of directors of Cushman & Wakefield in 2019. Mr. McGinn held numerous executive positions at AT&T from 1969 to 1996. He served as President, then CEO and Chairman of Lucent Technologies from 1996 to 2000. He was a General Partner at RRE Ventures from 2001 to 2010. He also served as Chairman then CEO of VeriFone Systems, Inc. from 2012 to 2013. He was a founder and investor in Sky Capital from 2014 to 2016. Mr. McGinn previously served on the boards of American Express, VeriFone Systems, ViaSystems, Cyota, Broadsoft, and Nexsan. He holds a B.A. from Grinnell College.

Specific Qualifications, Attributes and Skills: Mr. McGinn brings to the Board his substantial business, investment and financial experience, his expertise in analyzing business developments and opportunities in telecommunications, mobile, online and new technologies, as well as his core business and leadership skills and public company director experience.

Jodie McLean

 

Age: 52

Class II Director

Ms. McLean was appointed to the board of directors of Cushman & Wakefield in 2018. Ms. McLean has served as the Chief Executive Officer of EDENS since 2015. Prior to that she served as President and Chief Investment Officer of EDENS from 2002. Ms. McLean also serves on the board of directors of Extended Stay America, Inc. and Wofford College among others. She holds a B.S. from the University of South Carolina and a degree from South Carolina Honors College.

Specific Qualifications, Attributes and Skills: The Board believes that Ms. McLean brings more than 25 years of real estate, investment and management expertise to the Board.

Billie Williamson

 

Age: 68

Class II Director

Ms. Williamson was appointed to the board of directors of Cushman & Wakefield in 2018. Ms. Williamson served in various roles at Ernst & Young L.L.P., most recently in the role of Senior Assurance Partner, from 1974 to 1993 and 1998 to 2011. She also worked at Marriott International, Inc. from 1996 to 1998 as Senior Vice President, Finance and Corporate Controller, and before that at AMX Corporation from 1993 to 1996 as Chief Financial Officer. Ms. Williamson also serves or has served on the boards of directors of XL Group Ltd., Pentair plc, Pharos Capital BDC, Inc., CSRA Inc., Janus Capital Group, ITT Exelis Inc., Annie’s Inc., Energy Future Holdings Corporation and Kraton Corporation. She holds a B.B.A. from Southern Methodist University.

Specific Qualifications, Attributes and Skills: The Board believes that Ms. Williamson brings significant expertise and leadership in finance, accounting and public company governance to the Board.

 

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Executive Officers

Neil Johnston

 

Age: 55

Executive Vice President and Chief Financial Officer

Mr. Johnston is our Executive Vice President and Chief Financial Officer and has served in such capacity since February 2021. Prior to his current role, Mr. Johnston served as a consultant to the Company from January 2021 to February 2021. Mr. Johnston previously served as Executive Vice President and Chief Financial Officer at Presidio, Inc. from January 2018 to December 2020. Mr. Johnston served as Executive Vice President and Chief Financial Officer of Cox Automotive from June 2015 until December 2017. Before working for Cox Automotive, Mr. Johnston served as Executive Vice President of Strategy and Digital Innovation at Cox Media Group (CMG). Prior to holding that position, he served as Chief Financial Officer of CMG from 2009 to 2012. Mr. Johnston was the CFO of Cox Radio from 2000 until 2009, and he began his career with Cox Enterprises in 1996, serving in various financial and business development roles. Prior to joining Cox, Mr. Johnston worked for Coca-Cola Enterprises, Inc. and Deloitte and Touche, LLP. Mr. Johnston holds an MBA from the Wharton School of the University of Pennsylvania and degrees in accounting, finance and information systems from Georgia State University and the University of Cape Town, South Africa.

John Forrester

 

Age: 58

Executive Vice President and Global President

Mr. Forrester is our Executive Vice President and Global President and has served in such capacity since December 2017. Prior to his current role, Mr. Forrester was Chief Executive, EMEA at Cushman & Wakefield, a role he previously held at DTZ Group, our predecessor firm. Mr. Forrester was also previously Group Chief Executive of DTZ Holdings plc. He joined DTZ Group in September 1988. Mr. Forrester is a member of the Board of Management and Management Executive for the British Council for Offices and has previously served as its President. He is a trustee of the Geffrye Museum. Mr. Forrester holds a B.S. in Urban Estate Surveying and is a Fellow of the Royal Institution of Chartered Surveyors.

Michelle MacKay

 

Age: 54

Chief Operating Officer

Ms. MacKay is our Executive Vice President and Chief Operating Officer and has served in such capacity since March 2020. Prior to her current role, Ms. MacKay served as a member of our Board since 2018. Prior to joining our Board, Ms. MacKay was most recently a Senior Advisor to iStar from 2017 to 2018, and previously served as iStar’s Executive Vice President of Investments from 2003 to 2017. Prior to iStar, she served as an Executive Director and as a senior member of the Commercial Real Estate Investment Committee at UBS. Ms. MacKay also serves or has served on the boards of directors of Americold Realty Trust and WCI Communities, Inc. She holds a B.A. from the University of Connecticut and an M.B.A. from the University of Hartford.

Brett Soloway

 

Age: 52

Executive Vice President, General Counsel and Corporate Secretary

Mr. Soloway is Executive Vice President, General Counsel and Corporate Secretary and has served in such capacity since 2014. Prior to joining Cushman & Wakefield, Mr. Soloway led a team for The Home Depot, Inc. that was responsible for all legal matters relating to new store and distribution center development, operations and property management activities in the U.S., Canada, Mexico, China and India. Earlier in his career, Mr. Soloway served as Vice President and General Counsel for Red Seal Development, Inc., and practiced law at Kirkland & Ellis and Rudnick & Wolfe. He received a B.A. in political science from the University of Michigan and a J.D. from the University of Illinois.

 

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Nathaniel Robinson

 

Age: 46

Chief Investment Officer and Executive Vice President of Strategic Planning

Mr. Robinson is our Chief Investment Officer and Executive Vice President of Strategic Planning and has served in such capacity since 2018. Prior to his current role, Mr. Robinson was our SVP, Corporate Development since joining the Company in 2016. Prior to joining Cushman & Wakefield, Mr. Robinson was an Investment Partner at Virgo Capital where he focused on making new platform investments and developing strategic initiatives for the firm’s portfolio companies. Mr. Robinson also previously worked in Morgan Stanley’s Global Technology Group and is a co-founder and former chairman of PhillyCarShare, which was acquired by Enterprise Holdings in 2011. He holds a B.S. in finance and accounting from Drexel University, an M.P.P. from Harvard University and an M.B.A. from Dartmouth College.

 

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PROPOSAL 6 ADVISORY VOTE ON DIRECTOR COMPENSATION REPORT

In accordance with the UK Companies Act, we are providing shareholders with the opportunity to vote on an advisory resolution approving the director compensation report included as Annex A to this Proxy Statement. This proposal is similar to Proposal 5 regarding the compensation of our Named Executive Officers. However, the director compensation report is concerned solely with the compensation of our executive and non-executive directors and is required under the UK Companies Act. We encourage shareholders to read the director compensation report included as Annex A to this proxy statement. The Board and the Compensation Committee believe that the policies and procedures articulated in the director compensation report are effective in achieving our compensation objectives, and serve to attract and retain high-quality directors.

This vote is advisory only, pursuant to the UK Companies Act, and the director entitlement to receive compensation is not conditional on it. Payments made or promised to directors will not have to be repaid, reduced or withheld in the event that the resolution is not passed. The resolution and vote are a means of providing shareholder feedback to the Board. The Compensation Committee will review and consider the outcome of the vote in connection with the ongoing review of our executive director and non-executive director compensation programs.

Required Vote

This proposal will be approved if the number of votes cast “FOR” the proposal exceed the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes are not considered votes cast and will not have any effect on this proposal. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

Recommendation

Our Board recommends that shareholders vote “FOR” the proposal to approve our 2020 Director Compensation Report.

 

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PROPOSAL 7 VOTE TO APPROVE OUR REVISED DIRECTOR COMPENSATION POLICY

We are asking shareholders to approve the adoption of a revised director compensation policy. Under UK law, our director compensation policy must be approved by shareholders every three years, and we must make all payments in accordance with such policy unless separately approved by shareholder resolution. Although our current director compensation was approved by shareholders at our 2019 Annual General Meeting and became effective on January 1, 2020, our Board has determined that the adoption of a new policy, based on our existing policy but with certain modifications, would be beneficial to the Company and our shareholders. The revised director compensation policy is set out in full in the director compensation report included as Annex A to this proxy statement. If approved, the revised director compensation policy will become effective immediately and will remain in force for up to three years, in accordance with UK law.

Our Board has reviewed our existing director compensation policy and concluded that while most of its provisions remain appropriate and well-tailored to our compensation needs, the policy contains certain restrictions on the grant of equity awards which our Board felt were unduly restrictive and could result in the disallowance of otherwise appropriate and beneficial compensation arrangements. In particular, our revised director compensation policy would update provisions relating to grants under our Long Term Incentive Plan (“LTIP”) as follows:

 

Policy Feature

  

Current Policy

  

Revised Policy

Maximum annual award of RSUs and/or options:

  

Up to 80% of total compensation package at target.

  

Up to 90% of total compensation package at target.

Additional awards for purposes of retention in exception circumstances:

  

Permitted, subject to the overall LTIP component of compensation for the year not exceeding 80%.

  

Permitted, subject to the overall LTIP component of compensation for the year not exceeding 90%.

Except as set forth above, the revised director compensation policy we are proposing is substantially identical to our existing policy. Our Board believes that equity incentive compensation is generally beneficial as it aligns our executives’ long-term goals with those of shareholders and in some circumstances it may be appropriate for equity grants to constitute a large portion or substantially all of an executive’s compensation for a given year. For example, our current arrangements with Brett White contemplate annual equity grants to Mr. White in the range of $10 million to $15 million in each of 2021, 2022 and 2023. See “Compensation Discussion and Analysis—Employment Arrangements—Brett White.” Based on our current expectations, it is possible that these equity grants could exceed the 80% limit fixed by our existing director compensation policy. Accordingly, we are proposing a revised director compensation policy which would provide us with additional flexibility to increase equity compensation as a percentage of total compensation.

Under UK law, our shareholders’ vote on the director compensation policy is binding on the Company. If this proposal is not approved, our existing director compensation policy will remain in effect and we will be required to observe the limits of the existing policy with respect to all amounts paid to our directors until such time as our shareholders approve a new policy.

Required Vote

This proposal will be approved if the number of votes cast “FOR” the proposal exceed the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes are not considered votes cast and will not have any effect on this proposal. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

Recommendation

Our Board recommends that shareholders vote “FOR” the proposal to approve our Revised Director Compensation Policy.

 

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PROPOSAL 8 VOTE TO APPROVE AN AMENDMENT AND RESTATEMENT OF OUR 2018 OMNIBUS MANAGEMENT SHARE AND CASH INCENTIVE PLAN

We are asking shareholders to approve an amendment and restatement (the “Restatement”) of our 2018 Omnibus Management Share and Cash Incentive Plan (as amended from time to time, the “2018 Omnibus Plan”), which Restatement would (subject to the approval of our shareholders) (i) increase the number of ordinary shares reserved for issuance under the plan by 13.30 million ordinary shares, (ii) extend the scheduled expiration date of the 2018 Omnibus Plan from June 19, 2028 to May 6, 2031, and (iii) make certain other updates to the 2018 Omnibus Plan as described further below and in the draft of the plan attached to this proxy statement as Annex B. If this amendment is approved by our shareholders, the total number of our ordinary shares that will be reserved for issuance under the 2018 Omnibus Plan will be approximately 14.18 million ordinary shares.

As further described below, the 2018 Omnibus Plan provides for grants of equity awards to our employees, consultants and independent contractors. The purpose of the 2018 Omnibus Plan is to provide incentives and rewards that will align the interests of our employees, consultants and independent contractors with our long-term growth, profitability and financial success. We believe that increasing the number of ordinary shares issuable under the 2018 Omnibus Plan is necessary in order to allow us to continue to utilize equity awards to retain and attract the services of key individual essential to our long-term growth and financial success and to further align their interests with those of our shareholders. We rely on equity awards to retain and attract key employees and believe that equity incentives are necessary for us to remain competitive with regard to retaining and attracting highly qualified individuals upon whom, in large measure, the future growth and success of the Company depend. The availability of an adequate number of ordinary shares available for issuance under the 2018 Omnibus Plan is an important factor in fulfilling these purposes.

Currently, the 2018 Omnibus Plan provides that the maximum number of ordinary shares available for issuance pursuant to awards issued thereunder is 9.8 million shares, of which, after giving effect to ordinary shares previously issued pursuant to awards under the 2018 Omnibus Plan and ordinary shares subject to outstanding awards under the plan, only approximately 879,000 ordinary shares were available for issuance under the 2018 Omnibus Plan as of March 19, 2021, which we have determined would be insufficient to meet our forecasted needs for the next several years as discussed in greater detail below. We believe that an additional 13.30 million ordinary shares are necessary for us to continue to offer a competitive long-term equity-based incentive compensation program for the next several years based on historical grant practices and forecasted needs. If the Restatement is not approved by our shareholders, the amended and restated 2018 Omnibus Plan will not become effective, the 2018 Omnibus Plan will continue in effect (without giving effect to the Restatement), and we will be subject to the current share limit set forth in the 2018 Omnibus Plan, reduced by shares previously issued pursuant to awards under the plan, as well as shares subject to outstanding awards.

In addition to the 879,000 shares available under the 2018 Omnibus Plan, we also have 98,000 shares remaining available for grant under the Cushman & Wakefield 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan.

The following factors were considered by the Compensation Committee and the Board when determining the number of ordinary shares to reserve for issuance under the 2018 Omnibus Plan:

 

   

Historical Grant Practices. The Compensation Committee and the Board considered the total number of equity awards that we granted in the last three fiscal years plus year to date 2021. Under the 2018 Omnibus Plan, in fiscal years 2018, 2019, 2020, and year to date 2021 we granted equity awards covering approximately 70,000, 1.97 million, 2.78 million, and 4.10 million ordinary shares, respectively, for a total of approximately 8.92 million ordinary shares over such period.

 

   

Forecasted Grants. The Compensation Committee and the Board reviewed a forecast that considered the following factors in order to project the rate at which our ordinary shares will be

 

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issued under the 2018 Omnibus Plan: (i) the number of ordinary shares available for issuance in the form of new grants under the 2018 Omnibus Plan and (ii) forecasted future grants, determined based on our stock price and the dollar value to be delivered to the participant. However, we determine the size of equity awards to be granted based on such value, and therefore, our actual share usage could deviate significantly from our forecasted share usage if our stock price on the date the award is granted is significantly different from the stock price assumed in the forecast. For example, if our stock price on the date the award is granted is significantly lower than the stock price assumed in the forecast, we would need a larger number of shares than the number projected by the forecast in order to deliver the same value to participants.

 

   

Number of Shares Subject to Outstanding Awards. As of March 19, 2021, the number of our ordinary shares that remained available for issuance under the 2018 Omnibus Plan was approximately 879,000. As of the same date, the total number of our ordinary shares covered by outstanding equity awards was approximately 12.12 million shares, which consisted of (i) 100,000 ordinary shares subject to outstanding awards of restricted stock, (ii) 8.67 million ordinary shares subject to outstanding awards of restricted stock units and (iii) 3.35 million ordinary shares subject to outstanding options (with a weighted average exercise price of $11.54 and a weighted average term of 4.9 years).

 

   

Overhang. As of March 19, 2021, approximately 12.12 million ordinary shares were subject to outstanding equity awards, and approximately 879,000 ordinary shares were available for future awards under our 2018 Omnibus Plan. The total of those two figures represents approximately 5.4% of our outstanding ordinary shares as of the same date.

Our executive officers have an interest in the approval of the amendment and restatement of the 2018 Omnibus Plan because they are eligible for awards under the 2018 Omnibus Plan.

Summary of the Material Terms of the 2018 Omnibus Plan

The following is a summary of the material terms of the 2018 Omnibus Plan, after giving effect to the Restatement, but does not include all of the provisions of such plan. This summary is qualified in its entirety by reference to the 2018 Omnibus Plan itself, and for further information about the plan, we refer you to the complete text of the 2018 Omnibus Plan.

Administration

The 2018 Omnibus Plan is administered by the Compensation Committee. Among the Compensation Committee’s powers are the power to determine those employees, consultants, and independent contractors who will be granted awards and the amount, type and other terms and conditions of awards. The Compensation Committee may delegate its powers and responsibilities under the plans, in writing, to a sub-committee, including delegating to a sub-committee of directors or employees the ability to grant awards to participants who are not our “executive officers” and to administer the plan. The Compensation Committee has discretionary authority to interpret and construe any and all provisions of the plan and the terms of any award (or award agreement) granted thereunder, and to adopt and amend such rules and regulations for the administration of the plans as it deems appropriate. Decisions of the Compensation Committee will be final, binding and conclusive.

On or after the date of grant of any award under the plan, the Compensation Committee may accelerate the date on which any award becomes vested, exercisable or transferable. The Compensation Committee may also extend the term of any award (including the period following a termination of a participant’s employment during which any award may remain outstanding); waive any conditions to the vesting, exercisability or transferability of any award; or provide for the payment of dividends or dividend equivalents with respect to any such award. The Compensation Committee does not have the authority and may not take any such action described in this paragraph to the extent that the grant of such authority or the taking of such action would cause any tax to become due under Section 409A of the Code.

 

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Except in certain circumstances specified in the plan, including in a change in control (as defined in the plan), the Company will not, without the approval of our shareholders, reprice any stock option or stock appreciation right or grant any new award or make any payment of cash to a participant in substitution for, or upon the cancellation of, any option or stock appreciation right when the exercise price of such option or stock appreciation right exceeds the fair market value of the underlying ordinary shares.

Available Shares

If the Restatement is approved by our shareholders, an additional 13.30 million ordinary shares will be available for issuance pursuant to awards under the 2018 Omnibus Plan, which will be added to the number of ordinary shares that remained available for issuance under the 2018 Omnibus Plan immediately before the Restatement (approximately 879,000 as of March 19, 2021), which in each case, will be subject to adjustment in accordance with the 2018 Omnibus Plan. The ordinary shares which may be issued or transferred pursuant to awards granted under the 2018 Omnibus Plan may be authorized and unissued ordinary shares or ordinary shares held in or acquired for our treasury, or both. If the Restatement is approved, the total number of our ordinary shares that will be reserved for issuance under the 2018 Omnibus Plan will be 14.18 million. In general, if awards under the plan expire or are forfeited, cancelled or terminated without the issuance of ordinary shares, or are settled for cash in lieu of ordinary shares, the shares covered by such awards will remain or become available for issuance under the plan under which it was issued. In addition, if the tax withholding requirements related to any full-value award under the plan are satisfied through the withholding by us of our ordinary shares otherwise then deliverable in respect of an award or through actual or constructive transfer to us of shares already owned, a number of shares equal to such withheld or transferred shares will again become available for issuance under the plan. However, if the exercise price or tax withholding requirements related to any stock option or stock appreciation right under the plan are satisfied through the withholding by us of our ordinary shares otherwise then deliverable in respect of an award or through actual or constructive transfer to us of shares already owned, then such withheld or transferred shares will be deemed issued under the plan. In addition, any ordinary shares covered by a stock-settled stock appreciation right or other award that were not issued upon the settlement of the award and any ordinary shares that we have repurchased using stock option proceeds will be deemed issued under the plan.

Ordinary shares covered by awards granted pursuant to the plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger will not count as used under the plan.

Eligibility for Participation

The persons eligible to receive awards under the 2018 Omnibus Plan are our employees, consultants and independent contractors, and employees, consultants and independent contractors of our subsidiaries, as selected by the Compensation Committee. However, only our employees and employees of our subsidiaries are eligible to receive “incentive stock options” (within the meaning of Section 422 of the Code) under the plan. As of March 19, 2021, approximately 750 employees, independent contractors and consultants were eligible to participate in the 2018 Omnibus Plan.

Cash Incentive Awards

Under the 2018 Omnibus Plan, the Compensation Committee may grant cash incentive awards, which may be settled in cash or in other property, including ordinary shares.

Stock Options

Under the 2018 Omnibus Plan, the Compensation Committee may grant nonqualified stock options (and incentive stock options with respect to up to 14.18 million ordinary shares) to purchase ordinary shares. The Compensation Committee determines the number of ordinary shares subject to each option, the vesting schedule, the method and procedure to exercise vested options (provided that no

 

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option may be exercisable after the expiration of ten years after the date of grant), restrictions on transfer of options and the other terms of each option. The exercise price per ordinary share covered by any option may not be less than 100% of the fair market value of an ordinary share on the date of grant.

Additionally, with respect to “incentive stock options”, the aggregate fair market value of ordinary shares with respect to incentive stock options that are exercisable for the first time by an option holder during any calendar year under the 2018 Omnibus Plan or any of our other plans or plans of our subsidiaries may not exceed $100,000. To the extent the fair market value of such shares exceeds $100,000, the incentive stock options granted to such option holder, to the extent and in the order required by applicable regulations, will be automatically deemed to be nonqualified stock options, but all other terms and provisions of such option will remain unchanged. No incentive stock option may be granted to a 10% shareholder unless the exercise price of the option is at least 110% of the fair market value of an ordinary share at the time such incentive stock option is granted and such incentive stock option is not exercisable after the expiration of five years from the date such incentive stock option is granted.

Other Stock-Based Awards

The Compensation Committee may grant other stock, stock-based or stock-related awards in such amounts and subject to such terms and conditions as determined by the Compensation Committee pursuant to the 2018 Omnibus Plan. Each such other stock-based award may (i) involve the transfer of ordinary shares to the award recipient, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of ordinary shares, (ii) be subject to performance-based and/or service-based conditions, (iii) be in the form of stock appreciation rights, phantom stock, restricted stock, RSUs, performance shares, deferred share units or share-denominated performance units, and (iv) be designed to comply with applicable laws of jurisdictions other than the United States; provided, that each award must be denominated in, or must have a value determined by reference to, a number of our ordinary shares that is specified at the time of the grant of such award.

Shareholder Rights

No person will have any rights as a shareholder with respect to any of our ordinary shares covered by or relating to any award granted pursuant to the 2018 Omnibus Plan until the date of the issuance of such shares on our books and records.

Corporate Transactions

In the event of certain transactions, including a merger, consolidation or similar transaction as a result of which the holders of ordinary shares receive consideration consisting exclusively of securities of the acquiring or surviving corporation in such transaction, the Compensation Committee will, if deemed appropriate, adjust each outstanding award on the date of such transaction so that it pertains and applies to the securities which a holder of the number of ordinary shares subject to the award would have received in such transaction.

In the event of (i) a dissolution or liquidation of the Company, (ii) a sale of all or substantially all of the Company’s assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving the Company in which the holders of ordinary shares receive securities and/or other property, including cash, other than or in addition to shares of the surviving corporation in such transaction, the Compensation Committee will, if deemed appropriate, have the power to: (a) cancel each outstanding award (whether or not exercisable or vested) and pay to the participant an amount in cash equal to the value of the award, as determined by the Compensation Committee; or (b) provide for the exchange of each award (whether or not then exercisable or vested) for an award with respect to (1) some or all of the property which a holder of the number of ordinary shares subject to the award would have received in such transaction or (2) securities of the acquiror or surviving entity and make an equitable adjustment, as determined by the Compensation Committee, in the exercise price of the award, or the number of shares or amount of property subject to the award, or provide for a payment (in cash or other property) to the participant in partial consideration for the exchange of the award.

 

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Amendment and Termination

Our Board may at any time suspend or discontinue the 2018 Omnibus Plan or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, regulation or rule of a stock exchange requires shareholder approval for any such revision or amendment to be effective, such revision or amendment will not be effective without such approval. However, except as expressly provided in the plan, no such amendments may adversely affect in any material respect a participant’s rights under any previously granted and outstanding award without the consent of such affected participant.

Recoupment

Notwithstanding any other provision of the 2018 Omnibus Plan or any award agreement, we may recoup compensation paid or to be paid under the plan to the extent required by applicable law, permitted or required by our policies in effect on the grant date, and/or required by applicable stock exchange rules.

Transferability

Awards granted under the 2018 Omnibus Plan are generally nontransferable (other than by will or the laws of descent and distribution), except that the Compensation Committee may provide for the transferability of nonqualified stock options (other than to third-party financial institutions for value) subject to conditions and limitations as determined by the Compensation Committee.

Summary of Material U.S. Federal Income Tax Consequences

The following is a general summary under current law of the material U.S. federal income tax consequences related to awards under and participation in the 2018 Omnibus Plan and is provided only for general information. The summary is based on current U.S. laws and regulations as of the date of the filing of this proxy statement, and there can be no assurance that those laws and regulations will not change in the future. This summary does not purport to be complete and does not discuss all federal income tax consequences under the 2018 Omnibus Plan, any federal employment tax consequences, the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances, and this summary is not intended as tax advice to participants, who should consult their own tax advisors.

Incentive Stock Options

No taxable income is generally recognized by the participant upon the grant or exercise of an incentive stock option. If ordinary shares of the Company that are issued to an optionholder pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date of grant and after one year from the date of exercise, then generally (i) upon sale of such shares, any amount realized in excess of the option exercise price (the amount paid for the shares) will be taxed to the optionholder as a long-term capital gain, and any loss sustained will be a long-term capital loss, and (ii) we will not be entitled to any deduction for federal income tax purposes; provided that such incentive stock option otherwise meets all of the technical requirements of an incentive stock option. The exercise of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionholder.

If ordinary shares of the Company that are acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying disposition”), generally (i) the optionholder will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the ordinary shares at exercise (or, if less, the amount realized on a sale of such ordinary shares) over the option exercise price thereof, and (ii) we will be entitled to deduct such amount. Special rules will apply where all or a portion of the exercise price of the incentive stock option is paid by tendering ordinary shares of the Company.

 

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If an incentive stock option is exercised at a time when it no longer qualifies for the tax treatment described above, the option is treated as a non-qualified stock option. Generally, an incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months following termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of employment by reason of death, the three-month rule does not apply.

Non-Qualified Stock Options

No income is generally recognized by the optionholder at the time a non-qualified stock option is granted. Generally (i) at exercise, ordinary income is recognized by the optionholder in an amount equal to the difference between the option exercise price and the fair market value of the ordinary shares of the Company on the date of exercise, and we receive a tax deduction for the same amount, and (ii) at disposition, appreciation or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the ordinary shares have been held. Special rules will apply where all or a portion of the exercise price of the non-qualified stock option is paid by tendering ordinary shares of the Company. Upon exercise, the optionholder will also be subject to Social Security taxes on the excess of the fair market value over the exercise price of the option.

Other Awards

The current federal income tax consequences of other awards authorized under the 2018 Omnibus Plan generally follow certain basic patterns: (i) stock appreciation rights are taxed and deductible in substantially the same manner as non-qualified stock options; (ii) nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Section 83(b) election); and (iii) restricted stock units and other stock or cash-based awards are generally subject to tax at the time of payment. The Company or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction in an amount equal to the ordinary income recognized by the participant at the time the participant recognizes such income.

Section 409A of the Code

Certain types of awards under the 2018 Omnibus Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest, penalties and additional state taxes). To the extent applicable, the 2018 Omnibus Plan and awards granted under the 2018 Omnibus Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Code.

New Plan Benefits

The benefits that will be awarded or paid under the 2018 Omnibus Plan, as amended and restated, are not currently determinable. The issuance of any future awards under the 2018 Omnibus Plan will be at the discretion of our Compensation Committee, and no such determination as to future awards or who might receive them has been made. Therefore, it is not possible to determine the amount or form of any award that will be granted to any individual in the future.

 

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Required Vote

This proposal will be approved if the number of votes cast “FOR” the proposal exceed the number of votes cast “AGAINST” the proposal. Abstentions and broker non-votes are not considered votes cast and will not have any effect on this proposal. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

If shareholders do not approve the Restatement, we will continue to grant equity awards under the terms of the 2018 Omnibus Plan as currently in effect.

Recommendation

Our Board recommends that shareholders vote “FOR” the proposal to amend and restate our 2018 Omnibus Management Share and Cash Incentive Plan.

 

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PROPOSAL 9 SPECIAL RESOLUTION TO ADOPT AND APPROVE AMENDED ARTICLES OF ASSOCIATION TO PERMIT VIRTUAL MEETINGS

We are asking shareholders to adopt and approve the Amended Articles of Association in the form attached as Annex C to this proxy statement (the “Amended Articles”). The purpose of adopting the Amended Articles is to permit us the ability to hold “virtual” or “hybrid” Annual General Meetings in the future. In a virtual meeting, shareholders and directors would participate remotely in the proceedings via telephone, internet or other electronic platform. In a hybrid meeting, we may hold the meeting at one or more physical locations and also allow shareholders to participate in a virtual manner.

We believe that virtual or hybrid meetings will allow for greater shareholder participation by permitting the attendance of shareholders who would otherwise find it impractical to physically attend our meetings. In addition, we believe the flexibility to hold a virtual or hybrid meeting could facilitate enhanced safety in light of health concerns such as the COVID-19 pandemic. Although the Amended Articles would permit us to hold virtual or hybrid meetings, they would not require us to do so. If this proposal is adopted, our Board expects to determine the format of each year’s Annual General Meeting based on what it believes is most appropriate under the circumstances at that particular time.

The Amended Articles would update our Articles of Association to provide that our Annual General Meeting of shareholders may be held physically, virtually or combine both approaches at a hybrid meeting. If the meeting has a virtual component, virtual participants will be deemed to be in attendance if they have the capacity to both speak and vote at such meeting. There will be no requirement for virtual participants to be visible to other meeting participants. The foregoing summary of the Amended Articles is not complete and is qualified by reference to the Amended Articles, which are attached to this proxy statement as Annex C.

Required Vote

Because this proposal is being proposed as a special resolution, it will only be approved if the number of votes cast “FOR” equals or exceeds at least 75% of the total number of votes cast on this matter. Abstentions and broker non-votes are not considered votes cast and will not have any effect on this proposal. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

If shareholders adopt the Amended Articles by special resolution, our current Articles of Association will remain in effect.

Recommendation

Our Board recommends that shareholders vote “FOR” the special resolution to adopt and approve Amended Articles of Association of Cushman & Wakefield plc.

 

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SECURITY OWNERSHIP

The following table below sets forth information as of the close of business on March 31, 2021 regarding the beneficial ownership of our ordinary shares by: (i) each person or group who is known by us to own beneficially more than 5% of our outstanding ordinary shares; (ii) each of our current directors and each nominee for director to our Board; (iii) each of our executive officers; and (iv) all current directors, director nominees and current executive officers as a group. Unless otherwise noted, the beneficial owners exercise sole voting and/or investment power over their shares.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. All percentages in the table below are based on 222,804,592 shares of ordinary shares outstanding as of March 31, 2021.

Unless otherwise noted, the address of each beneficial owner is c/o Cushman & Wakefield, 225 West Wacker Drive, Chicago, Illinois 60606.

 

    Shares Beneficially Owned

 

Name and Address of Beneficial Owner

 

 

 

    Number    

 

 

 

    Percent    

 

 

5% Stockholders

       
TPG Funds(1)       47,709,929       21.4 %
Funds affiliated with PAG Asia Capital(2)       42,551,237       19.1 %
Ontario Teachers’ Pension Plan Board(3)       14,634,825       6.6 %
FMR LLC(4)       22,162,955       9.9 %
The Vanguard Group(5)       15,151,473       6.8 %
JPMorgan Chase & Co(6)       16,006,159       7.2 %
Vulcan Value Partners, LLC(7)       11,372,639       5.1 %
Named Executive Officers and Directors:        

Brett White(8)

      1,457,745       *

Duncan Palmer(9)

      438,241       *

John Forrester(10)

      588,200       *

Michelle MacKay(11)

      32,566       *

Brett Soloway(12)

      168,901       *

Angelique Brunner

      13,610       *

Jonathan Coslet

           

Timothy Dattels

           

Qi Chen

           

Lincoln Pan

           

Richard McGinn

      23,680      

Jodie McLean

      28,883       *

Rajeev Ruparelia

           

Billie Williamson

      31,052       *
All Executive Officers and Directors as a group (16 Persons)(13)       2,844,613       1.3 %

 

*

Represents beneficial ownership of less than 1%.

 

(1)

The TPG Funds (as defined below) hold an aggregate of 47,709,929 ordinary shares (the “TPG Shares”), of which 32,357,616 are held by TPG Drone Investment, L.P., a Cayman limited partnership, and 14,082,767 are held by TPG Drone Co-Invest, L.P., a Cayman limited partnership (together, the “TPG Funds”). The general partner of each of the TPG Funds is TPG Asia Advisors VI, Inc., a Delaware corporation (“TPG Asia Advisors VI”). David Bonderman and James G. Coulter are sole shareholders of TPG Asia Advisors VI and may therefore be deemed to be the beneficial owners of the TPG Shares. Messrs. Bonderman and Coulter disclaim beneficial ownership of the TPG Shares except to the extent of their pecuniary interest therein. The address of each of TPG Asia Advisors VI and Messrs. Bonderman and Coulter is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102.

 

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(2)

Consists of ordinary shares (the “PAG Asia Capital Shares”) held by PAGAC Drone Holding I LP, a Cayman limited partnership (“PAGAC Drone LP”). The general partner of PAGAC Drone LP is PAGAC Drone Holding GP I Limited, a Cayman exempted limited company. As directors of PAGAC Drone Holding GP I Limited, Messrs. Jon Robert Lewis, David Jaemin Kim, Noel Patrick Walsh and Oliver Morris have been delegated, in accordance with certain proxy voting guidelines, the authority to implement voting decisions and the authority to implement disposition decisions with respect to shares indirectly held by PAGAC Drone Holding GP I Limited, including the Company’s 42,551,237 ordinary shares. Each of Messrs. Lewis, Kim, Walsh and Morris expressly disclaims beneficial ownership of such shares. The correspondence address of PAGAC Drone Holding GP I Limited is 32/F, AIA Central, 1 Connaught Road Central, Hong Kong.

 

(3)

Consists of ordinary shares held by OTPP. The President and Chief Executive Officer of OTPP has delegated to each of Messrs. Rajeev Ruparelia and Wei Beng Chan and Ms. Sarah Jane Rowe authority to implement disposition decisions with respect to shares held by OTPP; however, approval of such decisions is made by senior personnel within the private capital group of OTPP in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the public equities group of OTPP in accordance with internal proxy voting guidelines. As such, each of Messrs. Ruparelia and Chan and Ms. Rowe expressly disclaims beneficial ownership of such shares. The address of OTPP is 5650 Yonge Street, Toronto, Ontario M2M 4H5.

 

(4)

Represents shares beneficially owned by FMR LLC, 245 Summer Street, Boston MA 02210. The foregoing information is based solely on a Schedule 13G/A filed by FMR LLC with the SEC on February 8, 2021.

 

(5)

Represents shares beneficially owned by The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355. The foregoing information is based solely on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2021.

 

(6)

Represents shares beneficially owned by JPMorgan Chase & Co., 383 Madison Avenue, New York, NY 10179. The foregoing information is based solely on a Schedule 13G/A filed by JPMorgan Chase & Co. with the SEC on January 22, 2021.

 

(7)

Represents shares beneficially owned by Vulcan Value Partners, LLC, Three Protective Center, 2801 Highway 280 South, Suite 300, Birmingham, AL 35223. The foregoing information is based solely on a Schedule 13G filed by Vulcan Value Partners, LLC with the SEC on February 16, 2021.

 

(8)

Includes 64,108 ordinary shares to be issued upon exercise of fully-vested options and 223,379 restricted stock units that vest within 60 days of March 31, 2021.

 

(9)

Includes 389,500 ordinary shares to be issued upon exercise of fully-vested options. The shares and options are held of record by the Duncan Palmer Revocable Trust U/A/D 10/16/17 of which Mr. Palmer is the trustee.

 

(10)

Includes 400,000 ordinary shares to be issued upon exercise of fully-vested options.

 

(11)

Includes 28,014 restricted stock units that vest within 60 days of March 31, 2021.

 

(12)

Includes 70,667 ordinary shares to be issued upon exercise of fully-vested options.

 

(13)

Includes an aggregate 924,275 ordinary shares to be issued upon exercise of fully-vested options and 251,393 restricted stock units that vest or settle within 60 days of March 31, 2021.

 

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EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2020 regarding the number of ordinary shares that may be issued under our equity compensation plans:

 

    Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)(1)
    Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)(1)
    Number of securities
remaining available for
future issuance under equity

compensation plans
(excluding securities
reflected in first column)
(c)(2)
 

Equity compensation plans approved by security holders

 

   

 

8,789,870

 

 

 

   

 

$11.54

 

 

 

   

 

5,263,073

 

 

 

Equity compensation plans not approved by security holders                  
 

 

 

   

 

 

   

 

 

 

Total

 

   

 

8,789,870

 

 

 

   

 

$11.54

 

 

 

   

 

5,263,073

 

 

 

 

(1)

Reflects 3,899,994 unvested time-based RSUs, 1,363,079 unvested performance-based RSUs (at target), 2,291,799 outstanding time-based options, and 1,234,998 outstanding performance-based options. Weighted-average exercise price is based on options outstanding as of December 31, 2020 and excludes restricted stock units, which do not have an exercise price.

 

(2)

Reflects number of shares remaining under the 2018 Omnibus Plan as of December 31, 2021 assuming target performance of performance-based RSUs.

 

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CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

The following is a summary of material provisions of various transactions we have entered into with our executive officers, board members or 5% or greater shareholders and their affiliates since January 1, 2020. We believe the terms and conditions in these agreements are reasonable and customary for transactions of these types.

Pursuant to our written related party transaction policy, our Audit Committee is responsible for evaluating each related party transaction and making a recommendation to the disinterested members of our Board as to whether the transaction at issue is fair, reasonable and within our policy and whether it should be ratified and approved. The Audit Committee, in making its recommendation, considers various factors, including the benefit of the transaction to us, the terms of the transaction and whether they are at arm’s-length and in the ordinary course of our business, the direct or indirect nature of the related person’s interest in the transaction, the size and expected term of the transaction and other facts and circumstances that bear on the materiality of the related party transaction under applicable law and listing standards. The Audit Committee reviews, at least annually, a summary of our transactions with our directors and officers and with firms that employ our directors, as well as any other related person transactions.

Shareholders’ Agreement; Registration Rights Agreement

In connection with the closing of our initial public offering, we entered into the Shareholders’ Agreement. See “Corporate Governance—Board Composition.”

In connection with the closing of our initial public offering, we also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Principal Shareholders and Vanke Service (HongKong) Co., Limited (萬科物業服務(香港)有限公司 ), a Hong Kong limited company (“Vanke Service”). The Registration Rights Agreement provides the Principal Shareholders with demand rights and the Principal Shareholders and Vanke Service with shelf registration rights. In addition, the Registration Rights Agreement provides the Principal Shareholders and Vanke Service with piggyback registration rights on any registration statement, other than on Forms S-4, S-8 or any other successor form, to be filed by the Company. These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of ordinary shares to be included in a registration statement and our right to delay a registration statement under certain circumstances.

Under the Registration Rights Agreement, we have agreed to pay certain expenses related to any such registration and to indemnify the Principal Shareholders and Vanke Service against certain liabilities that may arise under the Securities Act.

Certain Relationships

From time to time, we do business with other companies affiliated with the Principal Shareholders. We believe that all such arrangements have been entered into in the ordinary course of business and have been conducted on an arms-length basis.

Deeds of Indemnification and Appointment Letters

We have entered into our standard form of deed of indemnity for directors with all of our directors. Pursuant to this agreement, we agree to indemnify each director to the fullest extent permissible under English law against liabilities arising out of, or in connection with, the actual or purported exercise of, or failure to exercise, any of his or her powers, duties or responsibilities as a director, and to advance expenses incurred as a result of any proceeding against him or her as to which he or she could be indemnified. This agreement does not indemnify a director against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the Company. We also agree to use all reasonable endeavors to provide and maintain appropriate directors’ and officers’ liability insurance to the fullest extent permissible under English law (including ensuring that premiums are properly paid) for his or her benefit for so long as any claims may lawfully be brought against him or her.

 

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In connection the director’s appointment to our Board, we also entered into our standard form of letter of appointment for non-employee directors with each director. This letter sets forth the main terms on which he or she serves on our Board. Continued appointment under the letter is contingent on continued satisfactory performance, re-nomination by the Nominating and Corporate Governance Committee and approval of the Board, re-election by the shareholders and any relevant statutory provisions and provisions of our Articles of Association relating to removal of a director.

 

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GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Voting Instructions and Information

Why did I receive these proxy materials?

We have delivered printed versions of the notice of Annual Meeting in this proxy statement, proxy cards, the Cushman & Wakefield 2020 Annual Report, and our UK Annual Report and Statutory Accounts for the year ended December 31, 2020 (the “proxy materials”) to our shareholders of record and beneficial holders of our shares as of the record date, in connection with the solicitation of proxies for use at the Annual Meeting, or at any adjournment or postponement thereof.

In addition, we have provided brokers, dealers, bankers, voting trustees and their nominees, at our expense, with additional copies of the proxy materials so that our shareholders of record can, as needed, supply these materials to the beneficial owners of shares as of the record date.

Copies of the proxy materials have also been supplied, at our expense, to Computershare Trust Company, N.A. (the “Depositary”) for ordinary shares that could not be deposited with The Depository Trust Company (“DTC”) at the closing of the Company’s initial public offering and have not been subsequently transferred. The Depositary will, as needed, supply these materials to the beneficial owners of the depositary receipts as of the record date. Each depositary receipt represents one ordinary share in our Company. The use of the Depositary allows for the ordinary shares to be held in the Depositary initially and subsequently transferred into DTC without the application of U.K. stamp duty or stamp duty reserve tax (“SDRT”), provided certain conditions are met.

Will any other matters be decided at the Annual Meeting?

As of the date of this proxy statement, we do not know of any other matters to be raised at the Annual Meeting other than those described in this proxy statement. If any other matters are, in accordance with the UK Companies Act, other applicable law or our articles of association, properly presented for consideration at the Annual Meeting, such matters will, subject to the UK Companies Act, articles of association and applicable law, be considered at the Annual Meeting and the individuals named in the proxy card will vote on such matters in their discretion.

What is the difference between holding ordinary shares as a shareholder of record, as a beneficial owner and holder of depositary receipts?

If a shareholder is registered on the register of members of the Company in respect of ordinary shares, they are considered, with respect to those ordinary shares, the shareholder of record. As of March 31, 2021, being the latest practicable date prior to publication of this proxy statement, our shareholders of record were Cede & Co., the nominee for DTC, and GTU Ops Inc., the nominee for 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.

If your ordinary shares are held for you in a stock brokerage account or by a broker, bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being made available or forwarded to you by your broker, bank or other nominee through whom you hold the ordinary shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your ordinary shares by following the instructions for voting on the proxy card.

If you hold depositary receipts through the Depositary, these proxy materials are being made available or forwarded to you by the Depositary. Because each depositary receipt represents one ordinary share in our Company, you have the right to direct the Depositary on how to vote your depositary receipts by following the instructions for voting on your proxy card.

In order to become a shareholder of record of ordinary shares, a beneficial owner whose ordinary shares are deposited with DTC or are deposited with the Depositary, would need to take steps to

 

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withdraw the relevant ordinary shares from the DTC system or the Depositary’s custody, as applicable. Beneficial owners are reminded that any transfer of the ordinary shares out of the DTC system or the Depositary, as applicable, will generally be subject to UK stamp duty or SDRT at a rate of 0.5% of any consideration, which is payable by the transferee of the ordinary shares (i.e., any third party into whose name the ordinary shares are transferred). However, where no consideration is given for the transfer of the ordinary shares out of the DTC system or the Depositary, as applicable (i.e., where beneficial ownership of the ordinary shares is not changing and there is no third-party paying consideration for the ordinary shares), no charge to UK stamp duty or SDRT should arise. In addition, if such ordinary shares are subsequently redeposited into the DTC system, the redeposit will attract UK stamp duty or SDRT at a higher 1.5% rate. Beneficial owners are, therefore, strongly discouraged from withdrawing their ordinary shares from the DTC system or the Depositary, as applicable.

What is “householding” and how does it affect me?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of our proxy materials to multiple shareholders who share the same address unless we have received contrary instructions from one or more of the shareholders. This procedure reduces our printing costs, mailing costs and fees. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of our proxy materials to any shareholders at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a shareholder is receiving multiple copies, to request that we only send a single copy of our proxy materials, such shareholder may write to Cushman & Wakefield plc, c/o Brett Soloway, Executive Vice President, General Counsel and Corporate Secretary, 225 West Wacker Drive, Chicago, Illinois 60606. Shareholders who beneficially own ordinary shares held in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

Who is entitled to vote at the Annual Meeting?

Shareholders of record and beneficial holders as of the record date are entitled to vote at the Annual Meeting. Please note the following special cases:

Beneficial owners of ordinary shares as of the record date have the right to direct their broker or other agent on how to vote the ordinary shares in their account. As beneficial owners are not shareholders of record of the relevant ordinary shares, they may not vote their ordinary shares at the Annual Meeting unless they request and obtain a legal proxy from their broker or agent. Due to the COVID-19 Pandemic, shareholders (including beneficial owners) are strongly discouraged from attending the Annual Meeting in person, and shareholders are cautioned that such attendance may not be safe or lawful. Instead, beneficial owners are encouraged to direct their broker or other agent on how to vote the ordinary shares in their account.

Holders of depositary receipts as of the record date may instruct the Depositary as to how to exercise the votes attaching to the ordinary shares underlying such depositary receipts by completing the proxy card and following the instructions furnished by the Depositary. After the Depositary has received instructions on how to vote on the proposals from the holders of depositary receipts, it will complete an omnibus proxy card reflecting such instructions and send it to the transfer agent.

What are the total voting rights in the Company?

As of March 31, 2021, being the last practicable date prior to the publication of this proxy statement, there were 222,804,592 ordinary shares in issue and entitled to vote. Each ordinary share is entitled to one vote on each matter properly brought before the Annual Meeting.

How do I vote if I am a shareholder of record?

If you are a shareholder of record who is entitled to attend and vote at the Annual Meeting, you may vote your ordinary shares in person at the Annual Meeting or appoint another person or persons as

 

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your proxy to exercise any or all of your rights to attend and to speak and vote at the Annual Meeting. Due to the COVID-19 Pandemic, shareholders are strongly discouraged from attending the Annual Meeting in person, and shareholders are cautioned that such attendance may not be safe or lawful. If you intend to vote in person, you must present government-issued identification. You may appoint more than one proxy in relation to the Annual Meeting (provided that each proxy is appointed to exercise the rights attached to a different ordinary share(s)). Such proxy need not be a shareholder of record, but must attend the Annual Meeting to represent you and must vote as you instruct for your vote to be counted.

You may appoint a proxy to vote on your behalf using one of the following methods:

 

   

by returning the proxy card, or other instrument appointing a proxy, completed in accordance with the instructions therein and signed to the address provided with the proxy card mailing.

 

   

by submission via the internet by going to www.investorvote.com/CWK and following the instructions provided;

 

   

by telephone, using the number shown on the notice or proxy card; or

 

   

during the Annual Meeting, you may submit a ballot.

To be effective, the proxy appointment must be received by 11:59 p.m. (Eastern Time) on May 5, 2021.

Please sign the proxy card exactly as your name appears on the card. If a shareholder of record is a corporation, limited liability company or partnership, the proxy card should be signed in the full corporate, limited liability company or partnership name by a duly authorized person. If the proxy card is signed pursuant to a power of attorney or by an executor, administrator, trustee or guardian, please state the signatory’s full title and provide a certificate or other proof of appointment. In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and seniority shall be determined by the order in which the names of the holders stand in the register of members.

The return of a completed proxy card, or the submission of proxy instructions via the internet or by telephone, will not prevent a shareholder of record from attending and voting at the Annual Meeting. If you have appointed a proxy and attend the Annual Meeting and vote in person, your proxy appointment will automatically be terminated.

If you properly give instructions as to your proxy appointment by executing and returning a paper proxy card or through the internet or by telephone, and your proxy appointment is not subsequently revoked, your ordinary shares will be voted in accordance with your instructions.

If you are a shareholder of record and you execute and return a proxy card, but do not give instructions, your proxy will be voted FOR each of the proposals.

If you have not received a proxy card and believe that you should have one, please contact your broker, bank or other nominee for more information if you are a beneficial holder of ordinary shares deposited in DTC.

How do I vote if I am a beneficial owner?

If you are a beneficial owner, you should follow the directions provided by your broker, bank or other nominee. You may submit instructions by telephone or through the internet to your broker, bank or other nominee, or request and return a paper proxy card to your broker, bank or other nominee.

How do I vote if I am a holder of depositary receipts?

If you are a holder of depositary receipts, you should follow the instructions on the form of proxy card furnished to you by the Depositary. After the Depositary has received instructions as to how to vote on the resolutions from the depositary receipt holders, it will then complete an omnibus proxy card reflecting such instructions.

 

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How is a quorum determined?

The presence of the holders of record of shares in the Company who together represent at least the majority of the voting rights of all the shareholders of record entitled to vote, present in person or by proxy, at the Annual Meeting is necessary to constitute a quorum. Due to the COVID-19 Pandemic, we expect that virtually all shareholders will be represented by proxy. Abstentions and broker non-votes will be counted as present and entitled to vote for the purposes of determining a quorum at the Annual Meeting.

How many votes are required to approve each proposal?

Each proposal scheduled to be voted on at the Annual Meeting will be proposed as an ordinary resolution and requires the affirmative vote of a simple majority of the votes cast at the Annual Meeting in person or by proxy. Abstentions and broker non-votes are not considered “votes cast” and do not have any effect on the outcome of the vote. It is important to note that votes on Proposals 5 and 6 are non-binding and advisory. Therefore, the Company and/or the Board may determine to act in a manner inconsistent with the outcomes of such votes. However, the Board values the opinions of the Company’s shareholders as expressed through their advisory votes and, accordingly, the Board intends to review and consider the voting results on such resolutions.

How does the Board recommend that I vote?

The Board recommends that you vote “FOR” each of the director nominees in Proposal 1 and “FOR” each of Proposals 2-9.

What are “routine” and “non-routine” matters and what are “broker non-votes?

Under the rules and interpretations of the New York Stock Exchange (which by extension imposed by the SEC apply to all US brokers), “non-routine” matters are matters that may substantially affect the rights or privileges of shareholders, such as mergers, shareholder proposals, elections of directors (even if not contested) and, pursuant to a recent amendment to the rules, executive compensation, including advisory shareholder votes on executive compensation and on the frequency of shareholder votes on executive compensation. The ratification of the selection of the independent registered public accounting firm is generally considered to be “routine”.

Brokers, banks or other nominees generally have discretionary voting power with respect to routine matters and can exercise what are called “broker non-votes”.

If you own your ordinary shares through a bank, broker or other nominee and you do not provide them with specific voting instructions, the bank, broker or nominee is permitted to cast a broker non-vote, but only on non-routine matters. At our Annual Meeting, they may only cast broker non-votes with respect to the ratification of the selection of the independent registered public accounting firm. All other proposals being considered at the Annual Meeting are considered to be non-routine matters. Brokers, banks and other nominees may not vote on your behalf on these matters unless you have provided instructions from you on how to vote your shares.

Broker non-votes will be counted for the purpose of determining whether a quorum is present at the Annual Meeting.

What are the voting requirements to approve the resolutions?

In accordance with our articles of association, all resolutions will be taken on a poll. Voting on a poll will mean that each share represented in person or by proxy may be voted “for” or “against” a particular resolution, or may abstain from voting with respect to a particular resolution. Please see the discussion under each proposal for a detailed explanation of the voting requirement for each proposal.

 

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Can I change my vote or revoke my proxy?

If you are a shareholder of record, you can change how you wish to instruct the proxy to vote or revoke your proxy at any time before the Annual Meeting, by:

 

   

delivering a valid, later-dated proxy card prior to the cut-off time for receipt of proxies, in which case your later-submitted proxy will be recorded and your earlier proxy revoked. Any later-dated proxy card received after the relevant cut-off time will be disregarded;

 

   

amending your internet or telephone proxy instruction prior to the cut-off time for receipt of proxies, whereby your original instruction will be superseded. Any amended proxy instruction received after the relevant cut-off time will be disregarded;

 

   

sending written notice to the office of the Company Secretary at the Company’s registered office, which must be received at least 24 hours prior to the start of the Annual Meeting; or

 

   

voting on the poll in person at the Annual Meeting (however, due to the COVID-19 Pandemic, shareholders are strongly discouraged from exercising this option at our 2020 Annual Meeting).

If you are a beneficial owner of ordinary shares, you may submit new proxy appointment instructions by contacting your broker, bank or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy (however, due to the COVID-19 Pandemic, shareholders are strongly discouraged from exercising this option at our 2020 Annual Meeting). You may also change your vote online.

If you are a holder of depositary receipts, you may submit a new proxy card by following the instructions previously set out, at any time prior to 11:59 a.m. (Eastern Time) on May 4, 2021.

All ordinary shares that have been properly voted and not revoked will be counted in the votes held on the resolutions proposed at the Annual Meeting. Attending the Annual Meeting without taking further action will not automatically revoke your prior proxy.

We will honor the proxy with the latest date. However, no revocation will be effective unless we receive notice of such revocation at or prior to the deadlines mentioned above. For those shareholders who submit a proxy electronically or by telephone, the date on which the proxy is submitted in accordance with the instructions listed on the proxy card is the date of the proxy.

Can I attend the Annual Meeting in person?

Shareholders of record on the record date may attend the Annual Meeting, however due to the COVID-19 Pandemic, shareholders are strongly discouraged from attending the Annual Meeting in person, and shareholders are cautioned that such attendance may not be safe or lawful. If you are a shareholder of record, you will need to present the proxy card that you received, together with a form of person photo identification, in order to be admitted into the meeting. Our Articles of Association do not currently provide us with the ability to hold a virtual Annual Meeting.

If you are the beneficial owner of ordinary shares held in “street name,” you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker or other nominee as of the close of business in New York City, New York, on the record date, along with a form of personal photo identification. Alternatively, you may contact the bank, broker or other nominee in whose name your ordinary shares are registered and obtain a legal proxy to bring to the Annual Meeting.

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted into the meeting or adjacent areas. All other items may be subject to search.

Where is the Annual Meeting being held?

The Annual Meeting is being held at 225 West Wacker Drive, Boardroom, 30th Floor, Chicago, Illinois 60606. Due to the COVID-19 Pandemic, shareholders are strongly discouraged from attending the Annual Meeting in person, and are cautioned that such attendance may not be safe or lawful. Although

 

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the UK legislature previously undertook action to permit public limited companies such as us to hold virtual meetings, such relief is scheduled to expire prior to our planned Annual Meeting date. In order to comply with UK law, we intend to convene our Annual Meeting in person, even though we may be required to exclude public shareholders due to ongoing restrictions or public health guidance. See “General Information about the Annual Meeting—Can I attend the Annual Meeting in person?”

Can I ask questions at the Annual Meeting?

If you were a shareholder on the record date and have the right to attend the Annual Meeting, you can ask questions at the Annual Meeting. If you attend in person, you can do so in person.

Who will count the votes?

Representatives of Computershare, the Company’s transfer agent, will serve as scrutineers of the poll and tabulate the final results.

Where can I find the voting results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be checked by the scrutineers and disclosed by way of an announcement via a Current Report on Form 8-K, which Cushman is required to file with the SEC. The results of the polls taken on the resolutions at the Annual Meeting and any other information required by the UK Companies Act will be made available on our website (www.cushmanwakefield.com) as soon as reasonably practicable after the Annual Meeting and for a period of two years thereafter.

Other information

For additional information, please contact investor relations by email at ir@cushwake.com or phone at +1 312 338-7860.

 

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Annex A

 

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DIRECTORS’ REMUNERATION REPORT

Annual Statement

From the Chair of the Compensation Committee

As required by the Companies Act 2006 and The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended), this Directors’ Remuneration Report is made up of three parts:

 

   

The Annual Statement from the Chair of the Compensation Committee; and

 

   

The Revised Directors’ Remuneration Policy (the “Revised Policy”) which sets out the revised directors’ remuneration policy which we are asking shareholders to approve at the 2021 Annual Shareholders’ Meeting; and

 

   

The Annual Report on Remuneration, which sets out the payments made and awards granted to the directors in the financial year ended 31 December 2020 and how the Company intends to implement the Policy in 2021, and which, together with this Annual Statement, is subject to an advisory shareholder vote at the 2021 Annual Shareholders’ Meeting.

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

Our compensation policies and practices also allow us to communicate our goals and standards of conduct and performance and to motivate and reward employees for their achievements. In general, the same principles governing the compensation of our executive officers also apply to the compensation of all our employees. Currently the Executive Chairman and Chief Executive Officer is the only Executive Director on the Board.

The COVID-19 pandemic had several significant effects on our business in 2020. In 2020, we achieved full year financial performance with the following results:

 

   

Revenue for the full year was $7.8 billion, down 10% (10% local currency). Fee revenue was $5.5 billion, down 15% (14% local currency).

 

   

Full year Net loss was $220.5 million, with Loss per share of $1.00 and Adjusted earnings per share of $0.81.

 

   

Full year Adjusted EBITDA was $504.3 million, down 30% (31% local currency).

In light of the COVID-19 pandemic, members of our global management team, including Mr. White and our non-employee Directors, elected to voluntarily forgo a portion of their unearned salaries or cash retainers. Effective as of April 20, 2020, Mr. White elected to forgo 25% of his base salary. Our Non-Employee Directors elected to voluntarily forgo 20% of their cash retainers during the third quarter of 2020. The Board did not accept Ms. Williamson’s election to voluntarily forgo 20% of her cash retainer because of the increased demands on her time during the pandemic.

For the 2020 Annual Incentive Plan, primarily due to the impact of COVID, the target Adjusted EBITDA threshold of 70% of target was not achieved, resulting in zero payments. However, the Board of Directors used its discretion to fund cash bonus payments equal to 50% of target performance for our executive officers, including the Executive Chairman and Chief Executive Officer. This resulted in a payment of an annual incentive to our Executive Chairman and Chief Executive Officer of $1,000,000. In 2020, our Executive Chairman and Chief Executive Officer also received an award of RSUs, having a face value equivalent to $7,000,000, of which 25% is subject to performance conditions and the balance subject to continued employment over the four-year vesting period.

 

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The Board decided that retaining Mr. White through 2023 was important to the Company’s success. As a result, the Company and Cushman & Wakefield Global, Inc. are party to an amended and restated employment agreement with Mr. White, effective as of August 27, 2020, with a term extending through December 31, 2023. The employment agreement was approved by the Board to provide for continued implementation of the Company’s strategy and better continuity of management. To the extent he meets certain continued service requirements, Mr. White will be entitled to an annual long-term incentive award of RSUs with a grant date fair value between $10,000,000 and $15,000,000 in March of each of 2021, 2022 and 2023. The RSUs will vest over a three-year vesting period, with 50% of the RSUs also subject to the achievement of certain performance-based vesting conditions, which will be determined and approved by the Board as of the grant date and set forth in the applicable grant agreement, and, in all cases, subject to the provision of continued services or transition obligations in the event Mr. White resigns as CEO in certain circumstances. Changes to Mr. White’s equity-based compensation were made to better align his interests with shareholder interests. In order to better align our director remuneration policy with these changes, we are proposing shareholders adopt the Revised Policy at the 2021 Annual Shareholders’ Meeting. If the Revised Policy is not adopted, our existing directors’ remuneration policy, as approved at our 2019 Annual Shareholders’ Meeting (the “Existing Policy”), will remain in effect.

I look forward to receiving your support at the Annual General Shareholders’ Meeting on the Directors’ Remuneration Report resolution and the Revised Directors’ Remuneration Policy resolution.

Timothy Dattels

Chair of the Compensation Committee

6 April 2021

Executive Remuneration Principles

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

We believe our people are the key to our business and we have instilled an atmosphere of collective success. Our compensation policies and practices also allow us to communicate our goals and standards of conduct and performance and to motivate and reward employees for their achievements. In general, the same principles governing the compensation of our executive officers also apply to the compensation of all our employees, which include the following.

 

Principle    Practice
Retain and hire the best leaders.    Competitive compensation to facilitate attracting and retaining high-quality talent.
Pay for performance.    A significant portion of pay depends on annual and long-term business and individual performance; in general, the level of “at-risk” compensation increases as the officer’s scope of responsibility increases.
Reward long-term growth and profitability.    Rewards for achieving long-term results, and alignment with the interests of our shareholders.
Tie compensation to business performance.    A significant portion of pay is tied to measures of performance of the business or businesses over which the individual has the greatest influence.
Align executive compensation with shareholder interests.    The interests of our executive officers are linked with those of our shareholders through the risks and rewards of stock ownership.
Limited personal benefits.    Perquisites and other personal benefits are limited to items that serve a reasonable business-related purpose.

 

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Our executive compensation program has been designed to reward strong performance by focusing the compensation opportunity for our Executive Chairman and Chief Executive Officer on annual and long-term incentives that depend upon our performance as a whole, as well as the performance of our individual businesses or on the basis of individual metrics where appropriate.

Our executive compensation program consists of base salary, annual incentive compensation, long-term equity incentive awards and health, welfare and other customary employee benefits.

 

   

Base salary—Critical in attracting and retaining key executive talent. In evaluating the base salary of our Executive Director, the Board considers several factors, including individual and company performance, qualifications, experience, competitive market practices, difficulty of finding a replacement, and our desired compensation position with respect to the competitive market.

 

   

Short-Term Incentive—Each year, our Executive Director is eligible to receive an annual cash incentive award under our Annual Incentive Plan (“AIP”). At the beginning of each year the Compensation Committee (and the Board for our Executive Director) approves the terms and conditions of the AIP, including the selection of one or more performance measures as the basis for determining the funding of annual cash bonuses, the performance range relative to our annual operating plan and the weighting of such performance measures. When determining AIP targets, similar to base salary, the Compensation Committee (and the Board for our Executive Director) considers several factors, including individual and company performance, qualifications, experience, competitive market practices, difficulty of finding a replacement, and our desired compensation position with respect to the competitive market.

 

   

Long-Term Incentive—Promotes long-term growth and profitability by aligning the interests of management with the interests of our shareholders and by encouraging retention. At the beginning of each year, the Compensation Committee (and the Board for our Executive Director) determines the target and type of equity award to be delivered. In 2020, our long-term incentive program consisted of a combination of time-vesting and performance-vesting restricted stock units (“RSUs”) to effectively and efficiently balance performance and retention objectives.

Current and Proposed Directors’ Remuneration Policy

Introduction

The Directors’ Remuneration Policy described in this section is the Revised Directors’ Remuneration Policy (the “Revised Policy”) which we are proposing to shareholders at the 2021 Annual Shareholders’ Meeting. It is intended to take effect immediately upon shareholder approval and will remain in force for up to 3 years in accordance with applicable law. Following approval, the policy will be displayed on the Company’s website, within the Investors Relation section, while it remains in force. If the Revised Policy is not adopted, our existing directors’ remuneration policy, as approved at our 2019 Annual Shareholders’ Meeting (the “Existing Policy”), will remain in effect.

As further described in the proxy statement to which this report is appended, the Revised Policy and the Existing Policy are substantially identical save for the changes summarised below. Because of the similarities between the policies, the Existing Policy is not set forth in full in this report. Full details of the Existing Policy can be found in our 2019 Proxy statement.

Differences between the Revised Policy and the Existing Policy

It is intended that the Revised Policy will increase the proportion of Long Term Incentive Plan (“LTIP”) awards which may be granted to an executive director as a percentage of such director’s total annual compensation. A comparison of the relevant provisions of the Revised Policy and Existing Policy is set forth below.

 

Policy Feature

  

Existing Policy

  

Revised Policy

Maximum annual award of RSUs and/or options:    Up to 80% of total compensation package at target.    Up to 90% of total compensation package at target.
Additional awards for purposes of retention in exception circumstances:    Permitted, subject to the overall LTIP component of compensation for the year not exceeding 80%.    Permitted, subject to the overall LTIP component of compensation for the year not exceeding 90%.

 

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The Revised Policy has also been updated to reflect certain ordinary course changes which have occurred since our Existing Policy was approved, including: descriptions of service contracts with our current non-executive directors; target annual equity awards payable to non-executive directors; and our industry peer group for the last completed fiscal year.

Except as specified above, it is expected that the Revised Policy will be applied in substantially the same manner as the Existing Policy.

Overview

As a US headquartered business with senior executives based in the US, the Committee’s overall approach to total compensation is to set pay by reference to US market practice. As such, the Committee uses market benchmarks for global real estate firms operating in the US and other US business service companies.

The committee will consider the Directors’ Remuneration Policy annually, to ensure that it remains aligned with business needs and is appropriately positioned relative to the market. Other than the changes contemplated by the Revised Policy, there is currently no intention to revise the policy and seek shareholder approval more frequently than every three years.

Peer Group

We benchmark total potential compensation against total compensation packages paid by peer group companies. We believe that ensuring that our compensation levels are competitive with the market for high calibre talent in our industry is an important attraction and retention tool. The compensation levels of our peer group companies are an input in assessing both our total compensation and the form and mix of cash and equity incentives awarded to our employees and our executive officers, including the Executive Chairman and Chief Executive Officer. We use our peer group as a reference and a guide in making total compensation decisions. In selecting our peer group we consider the following factors: industry segment, business profile and various financial criteria. The comparator group is evaluated on an annual basis and may change over time based upon the availability of peer data and the future characteristics of our business compared with peer companies.

For 2020, our peer group consisted of the following 15 companies:

 

Direct Peers    Other Business Service Peers
CBRE    AECOM
Colliers International    Boston Properties
Jones Lang LaSalle    CACI International
   CGI Group
   Duke Realty Corporation
   EMCOR
   Jacobs Engineering
   KBR
   Kelly Services
   Leidos
   Robert Half International
   Unisys

The peer group data is not used by the Committee in isolation but rather serves as one point of reference for making decisions about compensation. The Committee also takes into consideration other factors it considers relevant, such as the financial and operational performance of our businesses, individual performance, experience, skill set, specific retention concerns and internal equity.

 

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Balancing short-and long-term remuneration

Based on our view of current market practice and our compensation principles, we have established the remuneration policy set out in this report. Fixed annual elements, including base pay and benefits, recognise the scope and complexity of the responsibilities of our executives and ensure current and future market competitiveness. Annual incentive and stock awards are designed to motivate and reward them for making the Company successful on a sustainable basis and promote retention.

Directors’ Remuneration Policy table

 

Element and link to strategy   Operation   Opportunity   Performance conditions

Base Salary

 

To attract and retain individuals based on their skills and for the role responsibilities.

 

Salaries are generally reviewed annually.

 

Salary levels take account of:

 

• Role, performance, experience and qualifications

 

• Future potential, tenure and ease of replacement

 

• Company performance and desired position with respect to competitive market / internal equity

 

• Salary levels for similar roles at relevant market comparators

 

 

Increases are applied in line with the outcome of the review.

 

Salary will constitute no more than 15% of the total target compensation package.

  N/A

Benefits

 

To drive effectiveness and efficiency of executive officers, and for recruitment and retention purposes

 

Benefits typically include the following:

 

• Health Care (medical, pharmacy, dental and vision benefits)

 

• Welfare (medical and dependent care flexible spending accounts)

 

• Insurance (short-term and long-term disability, accidental death, dismemberment, basic life insurance)

 

 

Benefits may vary by role and individual circumstance, and are reviewed periodically

 

The Compensation Committee reserves the right to introduce additional benefits to ensure alignment with market practice.

  N/A

Pension

 

To provide market competitive retirement packages.

  Contributions to 401(k) retirement plan  

Employer contribution of up to 2.5% to a 401(k) plan or similar defined contribution arrangement in other jurisdictions

 

  N/A

Annual Incentive Plan (“AIP”)

 

To reinforce and reward improved financial and personal performance

 

The performance measures and target ranges are approved by the Committee at the beginning of the financial year.

 

AIP awards are payable in cash.

 

The AIP will form no more than 35% of the overall package at target such that the total compensation delivered in cash is limited to no more than 50% of the overall compensation package at target.

 

The Committee retains discretion to adjust the amount of the actual cash bonus payments to reflect the quality of the results.

 

 

Performance conditions: will be based in the majority on financial metrics (e.g., EBITDA-based metrics).

 

Provisions for the recovery or withholding of amounts in certain specific scenarios are contained in the Cushman & Wakefield Recoupment Policy.

 

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Element and link to strategy   Operation   Opportunity   Performance conditions

Long Term Incentive Plan (“LTIP”)

 

To reward and retain key executives for the delivery of long-term growth objectives and to align the interests of management with those of shareholders

 

The Committee may grant annual awards of restricted stock units (“RSUs”) and options to purchase the company’s ordinary shares

 

Normally, around 25%-50% of the RSU awards will be performance-vesting and around 50%-75% will vest in equal instalments over four years from the date of grant subject to continued employment.

 

The Committee retains discretion to make awards under the LTIP with a greater or lesser percentage of performance-vesting RSU awards.

 

 

The maximum annual award of RSUs and/or options will generally be in the region of 60% of the total compensation package at target, but may be up to 90% of the total compensation package at target.

 

The Committee reserves the right to make additional awards for the purposes of retention in exceptional circumstances, subject to the overall LTIP component of compensation for the year not exceeding 90%.

 

Performance-vested RSUs will be dependent on metrics such as Relative Total Shareholder Return and measures based on financial metrics such as margin accretion or EBITDA.

 

Provisions for the recovery or withholding of amounts (whether vested or unvested) in certain specific scenarios are contained in the Cushman & Wakefield Recoupment Policy.

Shareholding Requirement  

Executive Directors are expected to meet minimum stock ownership guidelines.

 

The Executive Directors’ compliance with the stock ownership guidelines is assessed at 31 May each year, based on the Executive Directors’ salary and the average 12 month-end share price.

 

 

Ownership Guideline (including unvested time-vested RSUs)

 

6 x salary.

One-third of guideline must be in shares owned outright 2 x salary

  N/A

Performance measures and targets

Performance measures for the AIP and LTIP are selected by the Committee to support the strategic objectives of the business and to drive profitable growth. Targets for the AIP will be set in line with the Board’s budget for the financial year and performance targets for the LTIP will be aligned with longer-term forecasts. The use of time-vested RSUs is intended to align the interests of executives with those of shareholders.

Malus and clawback

The Cushman & Wakefield Recoupment Policy provides that the Executive Directors will forfeit, repay or return to the Company any cash or equity-based incentive compensation, or the proceeds of any sale of equity, in the following scenarios:

(i) material restatement of the Company’s financial results;

(ii) the individual violates a Material Policy (e.g., the Company’s Code of Conduct);

(iii) the individual breaches a non-compete, non-solicitation or confidentiality clause;

(iv) misrepresentation of a material fact in connection with the securing or retention of employment;

(v) the individual engages in fraud; or

(vi) the individual manipulates results with a view to increasing incentive pay-outs for himself or others.

Differences between the compensation policy for the executive directors and that for employees

The remuneration policy for other employees is based on the same philosophy and principles that govern the remuneration policy for Executive Directors. Annual salary reviews take into account Company and individual performance, local pay and market conditions, and salary levels for similar

 

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roles in the relevant geographies. Senior executives are eligible to participate in the AIP and in LTI programs on similar terms as the Executive Directors. Managerial and professional employees are eligible to participate in the AIP provided for executives; opportunities vary by organizational level and an individual’s role. Some employees below the executive level are eligible to participate in the stock option and RSU components of the LTI program; opportunity levels are commensurate with organizational level.

Approach to recruitment compensation

The Committee’s approach to compensation in connection with recruitment is to pay compensation that is appropriate in level and structure to attract, retain and reward high calibre directors, while paying no more than is necessary to attract appropriate candidates to the role. At recruitment, the level of fixed remuneration would be set taking into account the candidate’s skills, their most recent total compensation, internal comparators and external market data for similar roles. Benefits for any new Executive Directors would be provided on a similar basis as available to other US employees who are at senior levels within the Company.

Compensation terms for any new Executive Directors will be based on the approved Directors’ Remuneration Policy, except where it is necessary or desirable to provide additional one-off awards on recruitment or to ‘buy out’ a new director’s unvested awards from a previous employer. In that case, the Committee will seek to match the expected value of the awards by granting awards that vest over a timeframe similar to those given up. Existing annual incentive given up may be bought out on an expected value basis or, at the discretion of the Committee, through a guaranteed incentive award for the first performance year only.

Where appropriate, the Committee will agree reasonable costs of relocation for a director which, based on individual circumstances, may include costs incurred such as travel, shipping, immigration and tax advice, temporary housing, transaction costs on home sale/purchase, home/school search and school fees and, if in relation to a temporary assignment, tax equalisation and a housing allowance.

Employment agreements and payment for loss of office

Executive directors’ employment agreements are designed to provide an appropriate level of protection for the executive and the Company by: (i) setting out individual entitlements to elements of compensation; (ii) summarizing notice periods and compensation on termination of employment by the Company; and (iii) describing the obligations in relation to confidentiality, data protection, intellectual property and restraint on certain activities.

 

Compensation

element

  

Employment terminated by the Company without cause

or resignation for good reason

   Resignation without good reason at end of term
    

Restrictive covenants apply1

 

  

Restrictive covenants apply1

 

Base Salary    Continued through December 31, 2023.   

May continue to receive his then-current base salary for up to 18 months.

 

This is subject to his continued compliance with any other obligations participant has to the Company.

 

No salary received if we notify the individual that we are waiving our rights to enforce the non-competition covenant.

 

Benefits    Continued participation in our medical, dental and health plans at his cost for 18 months following the termination of employment. Thereafter, he will receive an amount equal to his cost of health insurance coverage that would otherwise be provided under COBRA for the remainder of the severance period, if the severance period exceeds 18 months.   

May continue to participate in the Company’s medical, dental and health plans at his cost for up to 18 months.

 

This is subject to his continued compliance with any other obligations participant has to the Company.

 

No benefits received if we notify the individual that we are waiving our rights to enforce the non-competition covenant.

 

 

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Compensation

element

  

Employment terminated by the Company without cause

or resignation for good reason

   Resignation without good reason at end of term
AIP   

Receives target bonus for the year of termination and for each subsequent fiscal year during severance period.

 

If termination occurs within 12 months prior to or 24 months following a change in control, this bonus payment will be at least equal to his target annual bonus opportunity.

 

Death or disability, his annual bonus for the year of termination based on actual performance.

 

  

No awards made.

 

LTIP   

Certain vested stock options remain exercisable for 90 days following termination. All unvested and outstanding time-vesting RSUs accelerate and vest. All unvested and outstanding performance-vesting RSUs granted prior to the employment agreement date will remain outstanding and eligible to vest based on actual performance. All unvested and outstanding performance-vesting RSUs granted after the employment agreement date will accelerate and vest based upon performance levels reasonably determined by the Company as of the termination of employment.

 

  

Certain vested stock options will remain exercisable for 90 days following resignation.

 

May only transfer up to 5% of the ordinary shares held (as a result of the settlement of the outstanding time-based RSUs and options) per calendar quarter, inclusive of any ordinary shares sold pursuant to the requirement to sell his ordinary shares alongside the Principal Shareholders.

 

1 

Restrictive covenants, including prohibitions on (i) competing with us during his employment with us and for a period of 18 months thereafter, (ii) soliciting or hiring our customers or employees during his employment with us and for a period of 24 months thereafter, and (iii) non-disparagement, confidentiality and intellectual property obligations.

Dates of directors’ employment agreements and letters of appointment

 

Executive Chairman and Chief Executive Officer

  Employment agreement commencement date   Date employment
agreement terminates
Brett White   16 March 2015   31 December 2023

 

Non-executive director

  

Date of current

appointment

  

Date current

appointment terminates

Jonathan Coslet    19 July 2018   
Timothy Dattels    19 July 2018   
Qi Chen    19 July 2018    26 March 2021*
Anthony Miller    26 March 2021   
Lincoln Pan    19 July 2018   
Rajeev Ruparelia    13 June 2018   
Billie Williamson    19 July 2018   
Angelique Brunner    6 August 2020   
Richard McGinn    6 June 2019   
Jodie McLean    30 October 2018   
Michelle MacKay    27 November 2018    17 March 2020*

 

*

Indicates persons no longer serving as directors.

Letters of engagement for the non-executive directors and the employment agreement for our executive director are available on the website of the Securities Exchange Commission https://www.sec.gov/ix?doc=/Archives/edgar/data/1628369/000162836921000016/cwk-20201231.htm.

 

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Illustrations of application of remuneration policy

The chart below illustrates the compensation payable in minimum, on-target and maximum performance scenarios and is based on the following assumptions.

 

Percentage of total

  Minimum   On-target   Maximum
Salary and benefits   20%   15%   5%
AIP   0%   25%   15%
Time-vesting RSUs   80%   45%   50%
Performance-vesting RSUs   0%   15%   30%

Salary and benefits are assumed to be $1,060,000.

The following assumptions have been made for the purposes of the scenarios in the chart:

 

   

Minimum—fixed remuneration only (salary, benefits, time-vesting RSUs)

 

   

On-target—fixed remuneration; on-target bonus; and on target of performance-vesting RSUs

 

   

Maximum—fixed remuneration; maximum bonus; full vesting of performance-vesting RSUs

 

   

Maximum plus assumed 50% share price increase—as above plus 50% share price increase on performance-vesting RSUs.

 

 

LOGO

Directors’ Remuneration Policy table (Non-executive directors)

 

How the element supports
our strategic objectives
  Operation of the elements
(fees and benefits)
  Maximum potential pay-out  

Performance measures used,

weighting and time period
applicable

To attract non-executive directors who have the broad range of experience and skills required to oversee the implementation of the strategy  

• Fees for non-executive directors (other than the Chairman) are set by the Board and paid in regular instalments.

 

• The non-executive directors who are not employees of our Principal Shareholders are also eligible to receive annual RSU awards with a grant date value of $170,000, which will vest in full on the earlier of the first anniversary of the date of grant or the AGM.

 

 

• Fees are set within the range of comparative board and committee fees, benchmarked against the peer group. Average increases will typically be

in alignment with the market median.

 

• Fees are constituted of an annual Board retainer plus additional fees for members and chairs of the Audit, Compensation and Nominating and Corporate Governance Committees.

  N/A

 

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How the element supports
our strategic objectives
  Operation of the elements
(fees and benefits)
  Maximum potential pay-out  

Performance measures used,

weighting and time period
applicable

Shareholding guideline  

• Shareholding guideline compliance assessed at 31 May each year.

 

• Unvested RSUs included

 

• Non-executive Directors who are not employees of our Principal Shareholders are expected to retain 100% of their after-tax shares until they meet their stock ownership guideline

 

 

• 5 times annual Board fee

  N/A

Employee context

The Compensation Committee does not consult with employees specifically on its Executive Director compensation policy and framework; however, when determining pay for Executive Directors, the Committee takes into account several data elements including but not limited to:

 

   

Company and individual performance;

 

   

annual incentive plan funding levels; and

 

   

market data provided by independent compensation consultant.

Consideration of shareholder views

The committee will consider shareholder feedback in relation to the Directors’ Remuneration Report for the prior year at its first meeting following the AGM. This feedback, as well as any additional feedback received during any other meetings with shareholders, is then considered as part of the Company’s annual review of compensation arrangements for the following year. Where any significant change is proposed, the Chairman of the committee may inform major shareholders in advance, and will offer a meeting to discuss these.

Annual Report on Remuneration

Single total figure of remuneration for executive director for three financial years ended 31 December 2020 (Audited)

 

Executive Chairman and
Chief Executive Officer

  Year     Base
pay

$000
    Taxable
benefits

$000
    Annual
Incentive

$000
    Time-based
RSUs
awarded

$’000
    Long-term
incentive

$000
    Total
$000
    Total Fixed
Remuneration
    Total
Variable
Remuner

ation
 
Brett White     2020       877       66       1,000       5,250             7,193       877       6,250  
    2019       950             2,153       4,500             7,603       950       6,653  
    2018       950       110       3,067       3,750       29,318       37,195       950       36,135  

In light of the COVID-19 pandemic, members of our global management team, including Mr. White and our non-employee Directors, elected to voluntarily forgo a portion of their unearned salaries or cash retainers. Effective as of April 20, 2020, Mr. White elected to forgo 25% of his base salary through October 5, 2021.

Additional information in relation to the 2020 single total figure (Audited)

 

Element    Explanation
Taxable benefits   

Represents legal fees incurred in connection with the negotiation of Mr. White’s Amended and Restated Employment Agreement.

Annual incentive   

Opportunity at target performance - $2,000,000 (210.5% of salary);

Opportunity at maximum performance - $4,000,000 (421% of salary)

Payable in cash

Time-based RSUs    Represents the value of 311,204 time-based RSUs awarded in the financial year at the share price on the date of grant of $16.87

 

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Determination of annual incentive payment (“AIP”) amount (Audited)

The 2020 AIP was designed to be based on the achievement of a certain percentage of the performance measure selected by the Compensation Committee, from a minimum of 70% to a maximum of 130% as measured against the relevant annual operating plan target, subject to the achievement of the minimum 70% on a consolidated basis and the discretion of the Compensation Committee (and the Board for the CEO), with straight line interpolation between performance levels. Other items and adjustments are made to the selected performance measure at the discretion of the Compensation Committee (and the Board for the CEO) to ensure that the achievement reflects underlying performance as determined by the Compensation Committee (and the Board for the CEO). Typically, the bonus paid is determined based on financial performance that results in a funded range of 0% to 200% of the respective individual’s applicable target, and the Compensation Committee (and the Board for the CEO) has the discretion to adjust the amount of the actual cash bonus payments to be received as it deems to be appropriate, upwards to the applicable cap or downwards to zero.

The COVID-19 pandemic had several significant effects on our business in 2020. In 2020, we achieved full year financial performance with the following results:

 

   

Revenue for the full year was $7.8 billion, down 10% (10% local currency). Fee revenue was $5.5 billion, down 15% (14% local currency).

 

   

Full year Net loss was $220.5 million, with Loss per share of $1.00 and Adjusted earnings per share of $0.81.

 

   

Full year Adjusted EBITDA was $504.3 million, down 30% (31% local currency).

For the 2020 AIP, prior to the onset of the COVID-19 pandemic in the United States, the Compensation Committee (and the Board for the CEO) chose Adjusted EBITDA as the corporate performance measure, with a target Adjusted EBITDA of $835 million. Our 2020 financial results did not meet the minimum 70% threshold against the target Adjusted EBITDA. As such, no annual bonus amounts would have been paid for fiscal year 2020 under the 2020 AIP. However, after considering our performance in light of the COVID-19 pandemic, including that the Company delivered significant cost actions to offset a portion of the financial impact of the COVID-19 pandemic on the Company, the Compensation Committee (and the Board for the CEO) used its discretionary authority to waive the minimum 70% threshold and approved a cash bonus equal to 50% of target to each of our Named Executive Officers. The Compensation Committee also eliminated the minimum 70% threshold as a requisite of the 2021 AIP program for all participants.

Single total figure of remuneration for non-executive directors (Audited)

Non-executive directors who are not employees of our Principal Shareholders receive compensation consisting of fees and equity awards. They do not participate in any of the Company’s incentive arrangements, nor do they receive any benefits.

Based on the results of a market study regarding director compensation, effective 1 October 2019, the annual cash retainer for Non-Executive Directors was increased to $90,000 and the annual cash additional retainer for chairing the Audit Committee was increased to $20,000.

Each Non-Executive Director who is not an employee of our Principal Shareholders is eligible to receive an annual RSU award with a grant date value of $170,000, which will vest in full on the earlier of the first anniversary of the date of grant or the annual shareholder meeting (the “AGM”). The amount of the RSU award was increased from $145,000 to $170,000 effective 1 October 2019 based on the market study regarding director compensation noted above. All awards granted in 2020 were granted under our 2018 Omnibus Non-Employee Director Share and Cash Incentive Plan.

 

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Our Non-Employee Directors elected to voluntarily forgo 20% of their cash retainers during the third quarter of 2020. The Board did not accept Ms. Williamson’s election to voluntarily forgo 20% of her cash retainer because of the increased demands on her time, as the Audit Committee Chair, during the pandemic.

 

Non-executive director

  Fees1
$000
2020
    Fees1
$000
2019
    Equity Awards2
$000
2020
    Equity Awards2
$000
2019
    Total
$000
2020
    Total
$000-
2019
 
Jonathan Coslet3                                    
Timothy Dattels3                                    
Qi Chen3                                    
Lincoln Pan3                                    
Rajeev Ruparelia3                                    
Billie Williamson     120       105       170       170       290       275  
Jodie McLean     95       89       170       170       265       259  
Michelle MacKay     25       87             170       25       257  
Richard McGinn     103       52       170       170       273       222  
Angelique Brunner     36             144             180        

Notes:

1.

Fees are pro-rated to reflect the number of days worked in the financial year.

2.

Equity awards vest on the earlier of the first anniversary of the date of grant or the date of the next Annual Shareholders Meeting.

3.

These Directors represent our Principal Shareholders and do not receive fees.

Total pension entitlements (Audited)

None of the directors has a prospective entitlement to a defined benefit pension by reason of the provision of qualifying services to the Company.

Scheme interests awarded during 2020 (Audited)

We provide long-term incentive compensation because we believe it promotes long-term growth and profitability by aligning the interests of our Executive Chairman and Chief Executive Officer with the interests of our shareholders and by encouraging retention.

At the beginning of each year, the Board determines the target and type of equity award to be delivered to the Executive Chairman and Chief Executive Officer. In 2020, there were no changes to our long-term incentive program which consisted of a combination of time-vesting (75%) and performance-vesting (25%) restricted stock units (“RSUs”) to effectively and efficiently balance performance and retention objectives. All awards were granted under our 2018 Omnibus Management Share and Cash Incentive Plan.

The following scheme interests were awarded to Brett White, Executive Chairman and Chief Executive Officer, in the year ended 31 December 2020.

 

Date of grant

  Type of interest   Basis of award   No of shares   Face
value

$
  Threshold
vesting
  End of
performance
period
27 February 2020   Time-vesting RSUs   Fixed value   311,204   5,250,011    
27 February 2020   Performance-vesting RSUs   Fixed value   103,734   2,624,989   51,867   See below

Notes:

1.

The face value of time-vesting RSUs calculated based on the underlying shares and the closing stock price on the date of grant of $16.87 per share. The face value of the performance-based RSUs calculated based on assumed maximum performance of 150% and the closing stock price on the day of grant of $16.87.

2.

Time-vesting RSUs vest in equal instalments over four years, subject to continued employment, with the first vesting on 27 February 2020.

3.

The performance-vesting RSUs will vest on the basis of conditions relating to Margin Accretion and relative TSR as set out below.

 

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For the 2020 performance-vesting RSUs, payouts will be based 50% on a target Adjusted EBITDA Margin Accretion, as measured as the average of three separate years of performance (2020, 2021 and 2022), and 50% on a target Relative TSR, as measured on a cumulative basis over a measurement period commencing in March 2020 and ending in February 2023. Adjusted EBITDA Margin Accretion is a measure of profitability obtained by dividing Adjusted EBITDA by Fee revenue. Relative TSR is the Company’s total shareholder return relative to the companies in the Russel 3000. For each performance metric, payout ranges from 0% to 150% of target. Each performance metric also includes a minimum threshold. If actual performance is less than the minimum threshold level, the payout will be 0% for that metric. The payout for each metric is linearly interpolated for performance between the minimum threshold and target and also for performance between the target and maximum.

For the 2020 performance-based vesting RSUs that are based on Margin Accretion, specific details related to the financial targets will not be released due to their commercial sensitivity. Results of financial data will be released as they become publicly available. For the 2020 performance-vesting RSUs that are based on Relative TSR, the payouts will be based on the achievement percentages over the performance period relative to the companies in the Russell 3000 as set forth below (except that if the total shareholder return of the Company is negative over the performance period, the achievement percentage shall not exceed 100%).

 

Level of Achievement

 

Relative TSR Percentile Rank

 

Achievement Percentage

Below Threshold   Less than 25th percentile   0%
Threshold   At least the 25th percentile   50%
Target   At least the 50th percentile   100%
Maximum   At least the 75th percentile   150%

Payments to past directors (Audited)

There were no payments to past directors during 2020.

Payments for loss of office (Audited)

There were no payments for loss of office paid to directors during 2020.

Directors’ shareholdings and share interests (Audited)

Executive Director’s Share Interests (Audited)

Brett White has a shareholding requirement of 600% of salary (including his unvested RSUs subject to continued service). Based on the share price at the financial year end of $14.83 his share ownership exceeded this requirement by a significant margin.

 

    Cushman & Wakefield plc shares as at 31 December 2020  

Executive Chairman and
Chief

Executive Officer

  Shares held
outright
    RSUs subject to
continued service
    RSUs subject to
performance
    Options
Subject to
continued service
    Options that have
vested but not been
exercised
 
Brett White     1,067,744       833,952       819,744       0       64,108  

Over the course of the year Mr. White exercised 17,755 stock options as detailed in the table below:

 

Date of Exercise

 

# of Options Exercised

 

FMV on Exercise

 

Exercise Price

 

Value Realized on

Exercise

1/13/2020   17,755   $19.23   $10.00   $163,879

 

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Non-Executive Directors who are not employees of our Principal Shareholders must hold 100% of their after-tax shares until they meet their stock ownership guideline of five-times their annual retainer. Share interests held by the Non-Executive Directors (including holdings by connected persons) at the end of the year (or earlier retirement from the Board) are shown below:

 

Non-Executive Director

  Cushman & Wakefield plc shares
held at 31 December 2020
    Shareholding guideline met
    Shares held outright     RSU awards1      
Jonathan Coslet               N/A
Timothy Dattels               N/A
Qi Chen               N/A
Lincoln Pan               N/A
Rajeev Ruparelia               N/A
Billie Williamson     17,152       13,900     No
Jodie McLean     14,983       13,900     No
Richard McGinn     9,780       13,900     No
Angelique Brunner           13,610     No

Notes

1.

Non-Executive Directors who are not employees of our Principal Shareholders received an RSU award annually of $170,000. Ms. Williamson, Ms. McLean and Mr. McGinn received awards on 10 June 2020 at a share price of $12.23. Ms. Brunner received her award on 6 August 2020 at a share price of $10.54.

Dates of directors’ employment agreements and letters of appointment

Our business and affairs are managed under the direction of our Board. Ms. Brunner joined our Board on 6 August 2020. Thus, our Board is comprised of nine Directors. Our Articles of Association provide that our Board will have a minimum of five and maximum of eleven Directors.

 

Executive Chairman and Chief Executive Officer

  Employment agreement commencement date   Date employment
agreement terminates
Brett White   16 March 2015   31 December 2023

The Company and Cushman & Wakefield Global, Inc. are party to an amended and restated employment agreement with Mr. White, effective as of August 27, 2020, with a term extending through December 31, 2023. The employment agreement was approved by the Board to provide for continued implementation of the Company’s strategy and better continuity of management. To the extent he meets certain continued service requirements, Mr. White will be entitled to an annual long-term incentive award of RSUs with a grant date fair value between $10,000,000 and $15,000,000 in March of each of 2021, 2022 and 2023. The RSUs will vest over a three-year vesting period, with 50% of the RSUs also subject to the achievement of certain performance-based vesting conditions, which will be determined and approved by the Board as of the grant date and set forth in the applicable grant agreement, and, in all cases, subject to the provision of continued services or transition obligations in the event Mr. White resigns as CEO in certain circumstances.

Our Board is divided into three classes, with each director serving a three-year term and one class being elected at each year’s annual general meeting of shareholders. Messrs. Dattels, Pan and Ruparelia serve as Class III directors with terms expiring at this year’s Annual Meeting. Ms. Brunner, Mr. Coslet and Mr. Miller serve as Class I directors with a term expiring in 2022. Mr. White, Mr. McGinn, Ms. McLean and Ms. Williamson serve as Class II directors with a term expiring in 2023. Upon the expiration of the term of office for each class of directors, each director in such class shall be elected for a term of three years and serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by the directors then in office.

 

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TSR chart and CEO pay table

For the purposes of the TSR chart below, the Russell 3000 index has been chosen as the broad equity market index against which to compare the Total Shareholder Return of Cushman & Wakefield plc since the IPO in August 2018 as Cushman & Wakefield is included in this index.

 

 

LOGO

 

Executive Chairman and Chief Executive Officer

  2018
‘000s
  2019
‘000s
  2020
‘000s
Single total figure   $37,195   $7,603   $7,193
% of maximum AIP   76.7%   53.8%   25%
% of maximum performance-vesting LTIP   N/A    

Note: The Single Total Figure value in 2018 is inflated by the inclusion of the conversion of 1,625,275 performance-vesting RSUs to time-vesting RSUs.

Percentage change in remuneration of directors and employees

The table below shows the percentage change in salary, benefits and bonus for the Executive Chairman and Chief Executive Officer, Non-Employee Directors and the Company’s global employees between 2019 and 2020. The year-over-year decrease in bonuses for both Mr. White and the Company’s global employees is due to lower percentage payouts under the annual incentive plan in 2020 compared with 2019. Increases for Non-Employee Director compensation is related to changes to retainer fees, as disclosed last year.

 

% change from 2019 to 2020

  Salary /
Retainer
  Benefits   Bonus
Brett White   Nil   Nil   -53.5%
Billie Williamson   5%   NA   NA
Jodie McLean   2%   NA   NA
Richard McGinn   23%   NA   NA
Angelique Brunner   NA   NA   NA
Employees   5.5%   -1.3%   -20.1%

 

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CEO pay ratio

 

Year

  Method   25th percentile ratio   Median ratio   75th percentile ratio

2020

  Option A   164 : 1   119 : 1   78 : 1

2019

  Option A   164 : 1   114 : 1   68 : 1

Y25, Y50 and Y75 represent the pay and benefits (calculated on the same methodology as the single total figure) for the employees at the 25th, 50th and 75th percentiles.

Option A has been chosen because it is the most statistically accurate methodology. We identified the 25th, 50th and 75th population based on the employee population as of 31 December 2020. In identifying the employees at the 25th, 50th and 75th percentiles, we have annualized the compensation for employees who were not in employment with the Company for the whole of the financial year.

Our CEO pay ratio statistics have remained largely the same year-over-year comparing 2019 to 2020.

The median ratio represents the Company’s pay and progression policies.

Relative importance of spend on pay

The overall spend on pay in 2019 and 2020 and the change in spend is shown below. No dividends were paid in either year. The year-over-year increase in spend can largely be attributed to increased headcount and moderate pay increases during the period.

 

Overall spend on pay

2019 ($millions)

 

2020 ($ millions)

 

Change

6,251   5,725   -9%

Implementation of remuneration policy for 2021

Our Board of Directors, with the assistance of our independent compensation consultant, reviews and establishes our peer group annually and uses such peer group as a reference source in its compensation deliberations. The peer group is established by evaluating companies that the Compensation Committee, with the assistance of our independent compensation consultant, believes are comparable to us with respect to industry segment, business profile and various financial criteria. Our 2020 peer group was approved by our Compensation Committee in April 2020. The only changes from our 2019 peer group were (i) the removal of Aon and Willis Towers Watson due to the merger of those companies and (ii) the removal of Fiserv and Fidelity National Information Services since both companies acquired other companies, which resulted in each entity no longer being comparable to us from a financial perspective.

In 2020 Non-Executive Directors were eligible to receive annual cash retainers and an annual RSU award with a grant date value of $170,000 which award will vest in full on the earlier of the first anniversary of the date of grant or the annual shareholder meeting.

The salary of the Executive Chairman and Chief Executive Officer is reviewed each year relative to market medians. Adjustments would be made if the salary is found to be low against the market. In addition, Non-executive Director fees are also reviewed each year relative to market data. The current rates are set out below and the Committee (and the Board for the Executive Chairman) reserves the right to adjust for market alignment.

 

 

  2020     2021  
Salary of Executive Chairman and Chief Executive Officer   $ 950,000     $ 950,000  
Non-executive director Board fee   $ 90,000     $ 90,000  
Audit Committee member   $ 10,000     $ 10,000  
Audit Committee Chair in addition to member retainer)   $ 20,000     $ 20,000  
Compensation Committee member   $ 10,000     $ 10,000  
Compensation Committee Chair (in addition to member retainer)   $ 15,000     $ 15,000  
Nominating and Corporate Governance Committee member   $ 5,000     $ 5,000  
Nominating and Corporate Governance Committee Chair in addition to member retainer)   $ 10,000     $ 10,000  

 

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For 2021, the Board decided that retaining Mr. White through 2023 was important to Company’s success. As a result, the Company and Cushman & Wakefield Global, Inc. are party to an amended and restated employment agreement with Mr. White, effective as of August 27, 2020, with a term extending through December 31, 2023. The employment agreement was approved by the Board to provide for continued implementation of the Company’s strategy and better continuity of management. Changes to Mr. White’s compensation were made entirely to his equity-based compensation, which the Board feels best aligns with shareholder interests.

 

   

In addition to base pay, Mr. White will continue to be eligible for a target annual incentive of $2,000,000. The bonus paid is determined based on financial performance that results in a funded range of 0% to 200% of their applicable target. Financial performance will be determined based on Company achievement of EBITDA, from a minimum of 70% to a maximum of 130% of the annual operating plan target, subject to the achievement of the minimum 70% on a consolidated basis and the discretion of our Board, with straight line interpolation between these points. The Board maintains discretion to adjust the final payment amount.

For 2021 EBITDA targets related to the AIP, specific details related to the financial targets will not be released due to their commercial sensitivity. Results of financial data will be released as they become publicly available and the targets will be disclosed in next year’s remuneration report.

 

   

Mr. White will also continue to be eligible for long-term incentives. Mr. White will be entitled to an annual long-term incentive award of RSUs with a grant date fair value between $10,000,000 and $15,000,000 in March of each of 2021, 2022 and 2023. The RSUs will vest over a three-year vesting period, with 50% of the RSUs also subject to the achievement of certain performance-based vesting conditions, which will be determined and approved by the Board as of the grant date and set forth in the applicable grant agreement, and, in all cases, subject to the provision of continued services or transition obligations in the event Mr. White resigns as CEO in certain circumstances. For the 2021 performance-vesting RSUs, payouts will be based 25% on a target Adjusted EBITDA Margin Accretion, as measured as the average of three separate years of performance (2021, 2022 and 2023), and 75% on strategic cost efficiency measures, as measured as the average of three separate years (2021, 2022, and 2023). For each performance metric, payout ranges from 0% to 150% of target. Each performance metric also includes a minimum threshold. If actual performance is less than the minimum threshold level, the payout will be 0% for that metric. The payout for each metric is linearly interpolated for performance between the minimum threshold and target and also for performance between the target and maximum performance levels.

In February 2021, the Compensation Committee (and the Board for the CEO) approved the following modifications to the performance-vesting portion of the RSUs awarded in 2021:

 

   

The weight given to the target Adjusted EBITDA Margin Accretion portion of the performance-vesting RSUs is reduced from 50% to 25%;

 

   

The target Relative TSR portion of the performance-vesting RSUs is eliminated and replaced with a target Strategic Cost Efficiency metric with a weight of 75%; and

 

   

Each performance metric will be measured each year and averaged over the three-year performance period.

The target Strategic Cost Efficiency is a measure of achievement of the Company’s progress on strategic cost efficiency goals as compared to the relevant annual operating plan approved by our Board annually. For the 2021 performance-based vesting RSUs that are based on Margin Accretion and Strategic Cost Efficiency, specific details related to the financial targets will not be released due to their commercial sensitivity. Results of financial data will be released as they become publicly available and the targets will be disclosed in the remuneration report disclosing the payouts for these awards.

No adjustments or modifications were made to awards granted in 2019 or 2020.

 

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Compensation Committee (“Committee”)

The Committee shall be composed of three independent non-executive directors. The chair of the Committee shall be appointed by the Board. Committee members shall serve until their successors are duly appointed and qualified or until their earlier removal by the Board at any time.

The members of the Committee during the year were: Timothy Dattels (Chair), Lincoln Pan, and Richard McGinn, all of whom are independent. Mr. McGinn was appointed to the Compensation Committee in 2020 upon Ms. MacKay’s resignation from the Board to become the Company’s Chief Operating Officer.

The primary responsibilities of the Compensation Committee are:

 

   

reviewing and recommending to the Board for approval the corporate goals and objectives relevant to the compensation of our CEO; evaluating the performance of our CEO in light of those goals and objectives; and recommending to the Board for approval the compensation of our CEO based on that evaluation;

 

   

reviewing and approving the corporate goals and objectives relevant to the compensation of our executive officers (other than the CEO); evaluating the performance of our executive officers (other than the CEO) in light of those goals and objectives; and determining the compensation of our executive officers (other than the CEO) based on that evaluation;

 

   

reviewing and approving policies and guidelines related to the compensation of our executive officers and directors; and

 

   

establishing, reviewing and administering our compensation and employee benefit plans.

Independent Compensation Consultant

In fulfilling its duties and responsibilities, the Compensation Committee has the authority to engage the services of outside advisers on an as-needed basis. In 2019, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant to assist it with compensation matters. That engagement continued into 2020 until March 20, 2020. On March 20, 2020, the Compensation Committee engaged Pay Governance LLC (“Pay Governance”) as its new independent compensation consultant. FW Cook and Pay Governance were selected as the Committee’s external, independent compensation advisor through an RFP process conducted in 2016 and 2020, respectively. The total expense for the services provided to the Compensation Committee by FW Cook and Pay Governance during 2020 was approximately $16,048 and $127,175, respectively, based on agreed hourly rates.

Pay Governance regularly attends meetings of the Compensation Committee, responds to inquiries from members of the Compensation Committee and provides analysis with respect to these inquiries. Pay Governance works collaboratively with our management to gain an understanding of our business and compensation programs to help them advise the Compensation Committee. In addition, Pay Governance regularly confers with our management to collect, analyze and present data requested by the Compensation Committee.

The Compensation Committee has asked Pay Governance to regularly provide independent advice on the following matters (among others):

 

   

the composition of our compensation peer group (including analyzing executive compensation levels and practices of the companies in our compensation peer group);

 

   

our compensation plan risk;

 

   

current market trends and best practices in executive and director compensation design; and

 

   

the overall levels of compensation and types and blend of various compensation elements.

 

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Pay Governance does not provide any services to us other than the services provided to the Compensation Committee.

Shareholder voting outcome

The resolutions on the Directors’ Remuneration Policy and the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) received the following votes from shareholders at the Annual Shareholders’ Meeting held on 10 June 2020 and 6 June 2019.

 

 

  Votes for     %     Votes against     %     Votes abstained  
2019 Directors’ Remuneration Report approved at the 2020 AGM     188,823,977       99.58     799,615       0.42     2,528  
Policy contained in the 2018 Directors’ Remuneration Report approved at the 2019 AGM     188,219,888       96.58     6,666,231       3.42     2,669,960  

Notes:

A vote abstained is not a vote in law and is not counted in the calculation of the votes ‘For’ or ‘Against’ the resolution. Votes abstained includes both votes abstained at the Annual Shareholders’ Meeting and any Broker non-votes.

 

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Annex B

AMENDED & RESTATED CUSHMAN & WAKEFIELD PLC

2018 OMNIBUS MANAGEMENT SHARE AND CASH INCENTIVE PLAN

(Effective as of                 , 2021)

1. Purpose of the Plan

This Plan is intended to promote the interests of the Company and its shareholders by providing certain employees, consultants or independent contractors of the Company with incentives and rewards to encourage them to continue in the service of the Company.

2. Definitions

As used in the Plan or in any instrument governing the terms of any Incentive Award, the following definitions apply to the terms indicated below:

(a) “Affiliate” means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person.

(b) “Award Agreement” means a written or electronic agreement, in a form determined by the Committee from time to time, entered into by each Participant and the Company, evidencing the grant of an Incentive Award under the Plan.

(c) “Board of Directors” means the Board of Directors of C&W.

(d) “C&W” means Cushman & Wakefield plc, a public limited company incorporated under the law of England and Wales, whose registration number is 11414195 (and any successor thereto).

(e) “Cash Incentive Award” means an award granted to a Participant pursuant to Section 8 of the Plan.

(f) “Change in Control” means, unless otherwise defined in the Award Agreement, (i) any one Person, or more than one Person acting as a group (as defined under Treasury Regulation § 1.409A-3(i)(5)(v)(B)), other than C&W, the Consortium or any employee benefit plan sponsored by C&W, acquires ownership of shares of C&W that, together with shares held by such Person or group, constitutes more than 50 percent of the total fair market value or total Voting Power of the shares of C&W; (ii) any one Person, or more than one Person acting as a group (as defined under Treasury Regulation § 1.409A-3(i)(5)(v)(B)) other than C&W, the Consortium or any employee benefit plan sponsored by C&W acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of shares of C&W possessing 30 percent or more of the total Voting Power of the shares of C&W; (iii) a majority of members of the Board of Directors is replaced during any 36-month period by directors whose appointment or election is (x) not endorsed by a majority of the members of the Board of Directors before the date of each appointment or election or (y) approved in connection with any actual or threatened contest for election to positions on the Board of Directors; (iv) any one Person, or more than one Person acting as a group (as defined in Treasury Regulation § 1.409A-3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, or (v) the consummation of a merger, consolidation, reorganization or similar transaction with or into C&W or in which securities of C&W are issued, as a result of which the holders of Voting Securities of C&W immediately before such event own, directly or indirectly, immediately after such event less than 50% of the combined Voting Power of the outstanding Voting Securities of the parent corporation resulting from, or issuing its Voting Securities as part of, such event. For purposes of subsection (iv), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Notwithstanding the foregoing, an event described herein shall be considered a “Change in Control” for distribution or payment purposes only if it constitutes a “change in control event” under Section 409A of the Code, to the extent necessary to avoid adverse tax consequences thereunder.

(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.

 

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(h) “Committee” means the Compensation Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan.

(i) “Company” means C&W and all of its Subsidiaries, collectively.

(j) “Consortium” means, collectively or individually as the context requires, TPG Asia VI SF Pte. Ltd, PAGAC Drone Holding I LP, and 2339532 Ontario Ltd and/or their respective Affiliates for so long as such Person is subject to any orderly market sell-down provision, or any other trading restriction, contained in the Coordination Agreement (as defined in the GenPar LPA) and provided such Person has agreed to be bound by, and adhere to, the governance arrangements of the Partnership or, if applicable, the IPO Company (each as defined in the GenPar LPA) contemplated by the Coordination Agreement.

(k) “Deferred Compensation Plan” means any plan, agreement or arrangement maintained by the Company from time to time that provides opportunities for deferral of compensation.

(l) “Effective Date” means the date the Plan is adopted.

(m) “Employment” means the period during which an individual is classified or treated by the Company as an employee, consultant or independent contractor of the Company.

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(o) “Fair Market Value” means, with respect to an Ordinary Share, as of the applicable date of determination or if the exchange is not open for trading on such date, the immediately preceding day on which the exchange is open for trading, the closing price as reported on the date of determination on the principal securities exchange on which Ordinary Shares are then listed or admitted to trading (the “Securities Exchange”). In the event that the price of an Ordinary Share shall not be so reported, the Fair Market Value of an Ordinary Share shall be determined by the Committee in its sole discretion taking into account the requirements of Section 409A of the Code.

(p) “GenPar LPA” means the First Amended and Restated Limited Liability Partnership Agreement of DTZ Investment Holdings GenPar LLP, as such may be amended from time to time in accordance with its terms.

(q) “Incentive Award” means one or more Share Incentive Awards and/or Cash Incentive Awards, collectively.

(r) “Option” means a stock option to purchase Ordinary Shares granted to a Participant pursuant to Section 6.

(s) “Ordinary Shares” means C&W’s ordinary shares of $0.10 nominal value, or any other security into which the ordinary shares shall be changed pursuant to the adjustment provisions of Section 9 of the Plan, or depositary receipts or instruments representing the same.

(t) “Other Share-Based Award” means an award granted to a Participant pursuant to Section 7.

(u) “Participant” means an employee, consultant or independent contractor of the Company who is eligible to participate in the Plan and to whom one or more Incentive Awards have been granted pursuant to the Plan and have not been fully settled or cancelled and, following the death of any such Person, his successors, heirs, executors and administrators, as the case may be.

(v) “Person” means a “person” as such term is used in Section 13(d) and 14(d) of the Exchange Act, including any “group” within the meaning of Section 13(d)(3) under the Exchange Act.

(w) “Plan” means this Amended & Restated Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan, as it may be amended from time to time.

(x) “Registration Date” means the effective date of the first registration statement that is filed by C&W and declared effective pursuant to 12(g) of the Exchange Act, with respect to any class of C&W’s securities.

(y) “Securities Act” means the Securities Act of 1933, as amended.

(z) “Share Incentive Award” means an Option or Other Share-Based Award granted pursuant to the terms of the Plan.

(aa) “Subsidiary” means any “subsidiary” within the meaning of Rule 405 under the Securities Act.

 

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(bb) “Substitute Award” means Incentive Awards that result from the assumption of, or are in substitution for, outstanding awards previously granted by a company or other entity acquired, directly or indirectly, by C&W or one of its Subsidiaries or with which C&W or one of its Subsidiaries combines.

(cc) “Voting Power” means the number of votes available to be cast (determined by reference to the maximum number of votes entitled to be cast by the holders of Voting Securities upon any matter submitted to shareholders where the holders of all Voting Securities vote together as a single class) by the holders of Voting Securities.

(dd) “Voting Securities” means any securities or other ownership interests of an entity entitled, or which may be entitled, to vote on the election of directors, or securities or other ownership interests which are convertible into, or exercisable in exchange for, such Voting Securities, whether or not subject to the passage of time or any contingency.

3. Shares Subject to the Plan

The maximum number of Ordinary Shares that may be covered by Incentive Awards granted under the Plan shall not exceed 14,180,000 Ordinary Shares in the aggregate. Out of such aggregate, the maximum number of Ordinary Shares that may be covered by Options that are designated as “incentive stock options” within the meaning of Section 422 of the Code shall not exceed 14,180,000 Ordinary Shares. The maximum number of shares referred to in the preceding sentences of this Section 3 shall in each case be subject to adjustment as provided in Section 9 and the following provisions of this Section 3. Of the shares described, 100% may be delivered in connection with “full-value Awards,” meaning Incentive Awards other than Options or stock appreciation rights. Any shares granted under any Incentive Awards shall be counted against the share limit on a one-for-one basis. Ordinary Shares issued under the Plan may be unissued shares, treasury shares, shares purchased by the Company or by an employee benefit trust or similar vehicle in the open market, or any combination of the preceding categories as the Committee determines in its sole discretion.

For purposes of the preceding paragraph, Ordinary Shares covered by Incentive Awards shall only be counted as used to the extent they are actually issued and delivered to a Participant (or such Participant’s permitted transferees as described in the Plan) pursuant to the Plan; provided, however, that if Ordinary Shares are (i) tendered (either actually or through attestation) or withheld to pay the exercise price of an Option or stock appreciation right, (ii) tendered (either actually or through attestation) or withheld to satisfy any tax withholding requirement or (iii) shares covered by a stock-settled stock appreciation right or other Incentive Award that were not issued upon the settlement of the Incentive Award, the shares issued (if any), withheld or covered, as applicable, will be deemed delivered for purposes of determining the number of Ordinary Shares that are available for delivery under the Plan and shall not again be available for issuance or delivery under the Plan. For the avoidance of doubt, Ordinary Shares that are tendered (either actually or through attestation) or withheld to satisfy any tax withholding requirement in connection with any “full-value Awards” shall be added to the number of Ordinary Shares that are available for delivery under the Plan. In addition, if Ordinary Shares are issued subject to conditions which may result in the forfeiture, cancellation or return of such shares to the Company, any portion of the shares forfeited, cancelled or returned shall be treated as not issued pursuant to the Plan; provided, however, that any Ordinary Shares that have been repurchased by the Company using Option proceeds shall not again be available for issuance and delivery under the Plan. Ordinary Shares underlying Incentive Awards that are settled for cash shall be added to the number of Ordinary Shares that are available for delivery under the Plan. Ordinary Shares covered by Incentive Awards granted pursuant to the Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity-based awards in the context of a corporate acquisition or merger (within the meaning of Section 303A.08 of the New York Stock Exchange Listed Company Manual) shall not count as used under the Plan for purposes of this Section 3.

4. Administration of the Plan

The Plan shall be administered by a Committee of the Board of Directors consisting of two or more Persons, each of whom qualifies as a “non-employee director” (within the meaning of Rule 16b-3 promulgated under Section 16 of the Exchange Act), and as “independent” as required by NYSE or any security exchange on which the Ordinary Shares are listed, in each case if and to the extent required by applicable law or necessary to meet the requirements of such Rule, Section or listing requirement at the time of determination. From time to time, the Board

 

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may increase or decrease the size of the Committee, add additional members to, remove members (with or without cause) from, appoint new members in substitution therefor, and fill vacancies, however caused, in the Committee. The Committee shall, consistent with the terms of the Plan, from time to time designate those individuals who shall be granted Incentive Awards under the Plan and the amount, type and other terms and conditions of such Incentive Awards. All of the powers and responsibilities of the Committee under the Plan may be delegated by the Committee, in writing, to any subcommittee thereof, in which case the acts of such subcommittee shall be deemed to be acts of the Committee hereunder. The Committee may also from time to time authorize a subcommittee consisting of one or more members of the Board of Directors (including members who are employees of the Company) or employees of the Company to grant Incentive Awards to Persons who are not “executive officers” of the Company (within the meaning of Rule 16a-1 under the Exchange Act), subject to such restrictions and limitations as the Committee may specify and to the requirements of applicable law.

The Committee shall have full discretionary authority to administer the Plan, including discretionary authority to interpret and construe any and all provisions of the Plan and any Award Agreement thereunder, and to adopt, amend and rescind from time to time such rules and regulations for the administration of the Plan, including rules and regulations related to sub-plans established for the purpose of satisfying applicable foreign laws and/or qualifying for preferred tax treatment under applicable foreign tax laws, as the Committee may deem necessary or appropriate. Decisions of the Committee shall be final, binding and conclusive on all parties. For the avoidance of doubt, the Committee may exercise all discretion granted to it under the Plan in a non-uniform manner among Participants.

The Committee may delegate the administration of the Plan to one or more officers or employees of the Company, and such administrator(s) may have the authority to execute and distribute Award Agreements, to maintain records relating to Incentive Awards, to process or oversee the issuance of Ordinary Shares under Incentive Awards, to interpret and administer the terms of Incentive Awards, and to take such other actions as may be necessary or appropriate for the administration of the Plan and of Incentive Awards under the Plan, provided that in no case shall any such administrator be authorized (i) to grant Incentive Awards under the Plan (except in connection with any delegation made by the Committee pursuant to the first paragraph of this Section 4), (ii) to take any action inconsistent with Section 409A of the Code or (iii) to take any action inconsistent with applicable law. Any action by any such administrator within the scope of its delegation shall be deemed for all purposes to have been taken by the Committee and, except as otherwise specifically provided, references in this Plan to the Committee shall include any such administrator. The Committee and, to the extent it so provides, any subcommittee, shall have sole authority to determine whether to review any actions and/or interpretations of any such administrator, and if the Committee shall decide to conduct such a review, any such actions and/or interpretations of any such administrator shall be subject to approval, disapproval, or modification by the Committee.

On or after the date of grant of an Incentive Award under the Plan, the Committee may (i) accelerate the date on which any such Incentive Award becomes vested, exercisable or transferable, as the case may be, (ii) extend the term of any such Incentive Award, including, without limitation, extending the period following a termination of a Participant’s Employment during which any such Incentive Award may remain outstanding, (iii) waive any conditions to the vesting, exercisability or transferability, as the case may be, of any such Incentive Award or (iv) provide for the payment of dividends or dividend equivalents with respect to any such Incentive Award; provided, that the Committee shall not have any such authority to the extent that the grant of such authority would cause any tax to become due under Section 409A of the Code. Notwithstanding anything herein to the contrary, except in connection with a Change in Control or as permitted under Section 9, the Company shall not, without the approval of the shareholders of C&W, (x) reduce, whether through amendment or otherwise, the exercise price of any outstanding Option or stock appreciation right or (y) grant any new Incentive Award or make any payment of cash to a Participant in substitution for, or upon the cancellation of, any outstanding Option or stock appreciation right when the exercise price of such Option or stock appreciation right exceeds the Fair Market Value of the underlying Ordinary Shares.

The Company shall pay any amount payable with respect to an Incentive Award in accordance with the terms of such Incentive Award, provided that the Committee may, in its discretion, defer, or give a Participant the election to defer, the payment of amounts payable with respect to an Incentive Award subject to and in accordance with the terms of a Deferred Compensation Plan.

No member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and C&W shall indemnify and hold harmless each member of the Committee and each other director or employee of the

 

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Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan, unless, in either case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Company.

5. Eligibility

The Persons who shall be eligible to receive Incentive Awards pursuant to the Plan shall be those employees, consultants and independent contractors of the Company whom the Committee shall select from time to time, including officers of C&W, whether or not they are directors. Each Incentive Award granted under the Plan shall be evidenced by an Award Agreement.

6. Options

The Committee may from time to time grant Options on such terms as it shall determine, subject to the terms and conditions set forth in the Plan. The Award Agreement shall clearly identify such Option as either an “incentive stock option” within the meaning of Section 422 of the Code or as not an incentive stock option.

(a) Exercise Price

The exercise price per Ordinary Share covered by any Option shall be not less than the greater of its nominal value and 100% of the Fair Market Value of an Ordinary Share on the date on which such Option is granted, it being understood that the exercise price of an Option that is a Substitute Award may be less than the Fair Market Value per Ordinary Share on the date such Substitute Award is assumed, provided that such substitution complies with applicable laws and regulations.

(b) Term and Exercise of Options

(1) Each Option shall become vested and exercisable on such date or dates, during such period and for such number of Ordinary Shares as set forth in the Award Agreement; provided that each Option shall be subject to earlier termination, expiration or cancellation as provided in the Plan or the Award Agreement. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of ten years from the date such Option is granted; provided, however that the expiration of the Option (other than an Incentive Stock Option) may be tolled while the Participant cannot exercise such Option because an exercise would violate an applicable federal, state, local, or foreign law, or would jeopardize the ability of C&W to continue as a going concern, provided, further that the period during which the Option may be exercised is not extended more than 30 days after the exercise of the Option first would no longer violate such applicable federal, state, local, and foreign laws or jeopardize the ability of C&W to continue as a going concern.

(2) Each Option shall be exercisable in whole or in part; provided, however that no partial exercise of an Option shall be for an aggregate exercise price of less than $1,000. The partial exercise of an Option shall not cause the expiration, termination or cancellation of the remaining portion thereof.

(3) An Option shall be exercised by such methods and procedures as the Committee determines from time to time, including without limitation through net physical settlement or other method of cashless exercise.

(c) Special Rules for Incentive Stock Options

(1) The aggregate Fair Market Value of Ordinary Shares with respect to which “incentive stock options” (within the meaning of Section 422 of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan and any other stock option plan of C&W or any of its “subsidiaries” (within the meaning of Section 424 of the Code) shall not exceed $100,000. Such Fair Market Value shall be determined as of the date on which each such incentive stock option is granted. In the event that the aggregate Fair Market Value of Ordinary Shares with respect to such incentive stock options exceeds $100,000, then incentive stock options granted hereunder to such Participant shall, to the extent and in the order required by regulations promulgated under the Code (or any other authority having the force of regulations), automatically be deemed to be non-qualified stock options, but all other terms and provisions of such incentive stock options shall remain unchanged. In the absence of such regulations (and authority), or in the event such regulations (or authority)

 

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require or permit a designation of the Options which shall cease to constitute incentive stock options, incentive stock options granted hereunder shall, to the extent of such excess and in the order in which they were granted, automatically be deemed to be non-qualified stock options, but all other terms and provisions of such incentive stock options shall remain unchanged.

(2) Incentive stock options may only be granted to individuals who are employees of the Company. No incentive stock option may be granted to an individual if, at the time of the proposed grant, such individual owns shares possessing more than ten percent of the total combined “voting power” (within the meaning of Section 422 of the Code) of all classes of shares of C&W or any of its “subsidiaries” (within the meaning of Section 424 of the Code), unless (i) the exercise price of such incentive stock option is at least 110% of the Fair Market Value of a Ordinary Share at the time such incentive stock option is granted and (ii) such incentive stock option is not exercisable after the expiration of five years from the date such incentive stock option is granted.

7. Other Share-Based Awards

The Committee may from time to time grant equity-based or equity-related awards not otherwise described herein in such amounts and on such terms as it shall determine, subject to the terms and conditions set forth in the Plan. Without limiting the generality of the preceding sentence, each such Other Share-Based Award may (i) involve the transfer of actual Ordinary Shares to Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of Ordinary Shares, (ii) be subject to performance-based and/or service-based conditions, (iii) be in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units, and (iv) be designed to comply with applicable laws of jurisdictions other than the United States; provided, that each Other Share-Based Award shall be denominated in, or shall have a value determined by reference to, a number of Ordinary Shares that is specified at the time of the grant of such Incentive Award.

8. Cash Incentive Awards

The Committee may from time to time grant Cash Incentive Awards on such terms as it shall determine, subject to the terms and conditions set forth in the Plan. Cash Incentive Awards may be settled in cash or in other property, including Ordinary Shares, provided that the term “Cash Incentive Award” shall exclude any Option or Other Share-Based Award.

9. Adjustment Upon Certain Changes

Subject to any action by the shareholders of C&W required by law, applicable tax rules or the rules of any exchange on which Ordinary Shares of C&W are listed for trading:

(a) Shares Available for Grants

In the event of any change in the number of Ordinary Shares outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares, spin-off or similar corporate change or extraordinary cash dividend, the maximum aggregate number of Ordinary Shares with respect to which the Committee may grant Incentive Awards, exercise or base price of any Option or stock appreciation right and the applicable performance targets or criteria shall be equitably adjusted or substituted by the Committee to prevent enlargement or reduction in rights granted under the Incentive Award. In the event of any change in the number of Ordinary Shares of C&W outstanding by reason of any other event or transaction, the Committee shall, to the extent deemed appropriate by the Committee, make such adjustments to the type or number of Ordinary Shares with respect to which Incentive Awards may be granted.

(b) Increase or Decrease in Issued Shares Without Consideration

In the event of any increase or decrease in the number of issued Ordinary Shares resulting from a subdivision or consolidation of Ordinary Shares or the payment of a stock dividend (but only on the Ordinary Shares), or any other increase or decrease in the number of such shares effected without receipt or payment of consideration by the Company, the Committee shall, to the extent deemed appropriate by the Committee, adjust the type or number of Ordinary Shares subject to each outstanding Incentive Award and the exercise price per Ordinary Share of each such Incentive Award.

 

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(c) Certain Mergers and Other Transactions

In the event of any merger, consolidation or similar transaction as a result of which the holders of Ordinary Shares receive consideration consisting exclusively of securities of the acquiring or surviving corporation in such transaction, the Committee shall, to the extent deemed appropriate by the Committee, adjust each Incentive Award outstanding on the date of such merger or consolidation or similar transaction so that it pertains and applies to the securities which a holder of the number of Ordinary Shares subject to such Incentive Award would have received in such merger or consolidation or similar transaction.

In the event of (i) a dissolution or liquidation of C&W, (ii) a sale of all or substantially all of the Company’s assets (on a consolidated basis), (iii) a merger, consolidation or similar transaction involving C&W in which the holders of Ordinary Shares receive securities and/or other property, including cash, other than or in addition to shares of the surviving corporation in such transaction, the Committee shall, to the extent deemed appropriate by the Committee, have the power to:

(i) cancel, effective immediately prior to the occurrence of such event, each Incentive Award (whether or not then exercisable or vested), and, in full consideration of such cancellation, pay to the Participant to whom such Incentive Award was granted an amount in cash, for each Ordinary Share subject to such Incentive Award, equal to the value, as determined by the Committee, of such Incentive Award, provided that with respect to any outstanding Option or stock appreciation right such value shall be equal to the excess of (A) the value, as determined by the Committee, of the property (including cash) received by the holder of an Ordinary Share as a result of such event over (B) the exercise price of such Option or stock appreciation right (which, for the avoidance of doubt, may be zero in the case of underwater Options and stock appreciation rights); or (ii) provide for the exchange of each Incentive Award (whether or not then exercisable or vested) for an Incentive Award with respect to (A) some or all of the property which a holder of the number of Ordinary Shares subject to such Incentive Award would have received in such transaction or (B) securities of the acquiror or surviving entity and, incident thereto, make an equitable adjustment as determined by the Committee in the exercise price of the Incentive Award, or the number of shares or amount of property subject to the Incentive Award or provide for a payment (in cash or other property) to the Participant to whom such Incentive Award was granted in partial consideration for the exchange of the Incentive Award.

(d) Other Changes

In the event of any change in the capitalization of C&W or corporate change other than those specifically referred to in Sections 9(a), (b) or (c), the Committee shall, to the extent deemed appropriate by the Committee, make such adjustments in the number and class of shares subject to Incentive Awards outstanding on the date on which such change occurs and in such other terms of such Incentive Awards as the Committee may consider appropriate.

(e) Cash Incentive Awards

In the event of any transaction or event described in this Section 9, including without limitation any corporate change referred to in paragraph (d) hereof, the Committee shall, to the extent deemed appropriate by the Committee, make such adjustments in the terms and conditions of any Cash Incentive Award.

(f) No Other Rights

Except as expressly provided in the Plan or any Award Agreement, no Participant shall have any rights by reason of any subdivision or consolidation of shares of any class, the payment of any dividends or dividend equivalents, any increase or decrease in the number of shares of any class or any dissolution, liquidation, merger or consolidation of C&W or any other corporation. Except as expressly provided in the Plan, no issuance by C&W of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or amount of other property subject to, or the terms related to, any Incentive Award.

(g) Savings Clause

No provision of this Section 9 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code.

 

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No provision of this Section 9 shall be given effect to the extent such provision would result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act.

10. Change in Control; Termination of Employment

(a) Change in Control

The consequences of a Change in Control, if any, will be set forth in the Award Agreement in addition to what is provided in this Section 10 and the Plan.

(b) Termination of Employment

(1) Except as to any awards constituting stock rights subject to Section 409A of the Code, termination of Employment shall mean a separation from service within the meaning of Section 409A of the Code, unless the Participant is retained as a consultant pursuant to a written agreement and such agreement provides otherwise. The Employment of a Participant with the Company shall be deemed to have terminated for all purposes of the Plan if such Person is employed by or provides services to a Person that is a Subsidiary of the Company and such Person ceases to be a Subsidiary of the Company, unless the Committee determines otherwise. Unless otherwise agreed by the Committee upon the advice of counsel that so agreeing does not result in the imposition of penalties under Section 409A of the Code, a Participant who ceases to be an employee of the Company but continues, or simultaneously commences, services as a director of the Company shall be deemed to have had a termination of Employment for purposes of the Plan. Without limiting the generality of the foregoing, the Committee shall determine whether an authorized leave of absence, or absence in military or government service, shall constitute termination of Employment, provided that a Participant who is an employee will not be deemed to cease Employment in the case of any leave of absence approved by the Company. Furthermore, no payment shall be made with respect to any Incentive Awards under the Plan that are subject to Section 409A of the Code as a result of any such authorized leave of absence or absence in military or government service unless such authorized leave of absence constitutes a separation from service for purposes of Section 409A of the Code.

(2) The Award Agreement shall specify the consequences with respect to such Incentive Award of the termination of Employment of the Participant holding the Incentive Award.

11. Rights Under the Plan

No Person shall have any rights as a shareholder with respect to any Ordinary Shares covered by or relating to any Incentive Award until the date of the issuance of such shares on the books and records of C&W. Except as otherwise expressly provided in Section 9 hereof or in a Participant’s Award Agreement, no adjustment of any Incentive Award shall be made for dividends or other rights for which the record date occurs prior to the date of such issuance. Nothing in this Section 11 is intended, or should be construed, to limit authority of the Committee to cause the Company to make payments based on the dividends that would be payable with respect to any Ordinary Share if it were issued or outstanding, or from granting rights related to such dividends; provided that dividends or dividend equivalents that would be payable with respect to any Ordinary Share subject to a performance-based Incentive Award shall not be paid until, and only to the extent that, the performance-based conditions are met.

The Company shall not have any obligation to establish any separate fund or trust or other segregation of assets to provide for payments under the Plan. To the extent any Person acquires any rights to receive payments hereunder from the Company, such rights shall be no greater than those of an unsecured creditor.

12. No Special Employment Rights; No Right to Incentive Award

(a) Nothing contained in the Plan or any Award Agreement shall confer upon any Participant any right with respect to the continuation of his or her Employment by the Company or interfere in any way with the right of the Company at any time to terminate such Employment or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Incentive Award.

(b) No Person shall have any claim or right to receive an Incentive Award hereunder. The Committee’s granting of an Incentive Award to a Participant at any time shall neither require the Committee to grant an Incentive

 

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Award to such Participant or any other Participant or other Person at any time nor preclude the Committee from making subsequent grants to such Participant or any other Participant or other Person.

13. Securities Matters

(a) C&W shall be under no obligation to effect the registration pursuant to the Securities Act of any Ordinary Shares to be issued hereunder or to effect similar compliance under any state or local laws. Notwithstanding anything herein to the contrary, C&W shall not be obligated to cause to be issued Ordinary Shares pursuant to the Plan unless and until C&W is advised by its counsel that the issuance is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which Ordinary Shares are traded. The Committee may require, as a condition to the issuance of Ordinary Shares pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any related certificates representing such shares bear such legends, as the Committee, in its sole discretion, deems necessary or desirable.

(b) The exercise or settlement of any Incentive Award (including, without limitation, any Option) granted hereunder shall be effective unless at such time counsel to C&W determines that the issuance and delivery of Ordinary Shares pursuant to such exercise would not be in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which Ordinary Shares are traded. C&W may, in its sole discretion, defer the effectiveness of any exercise or settlement of an Incentive Award granted hereunder in order to allow the issuance of shares pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under federal or state or local securities laws. C&W shall inform the Participant in writing of its decision to defer the effectiveness of the exercise or settlement of an Incentive Award granted hereunder. During the period that the effectiveness of the exercise of an Incentive Award has been deferred, the Participant may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

14. Withholding Taxes

(a) Cash Remittance

Whenever withholding tax obligations are incurred in connection with any Incentive Award, C&W shall have the right to require the Participant to remit to C&W in cash an amount sufficient to satisfy federal, state and local withholding tax requirements, if any, attributable to such event. In addition, upon the exercise or settlement of any Incentive Award in cash, or the making of any other payment with respect to any Incentive Award (other than in Ordinary Shares), C&W shall have the right to withhold from any payment required to be made pursuant thereto an amount sufficient to satisfy the federal, state and local withholding tax requirements, if any, attributable to such exercise, settlement or payment.

(b) Stock Remittance

At the election of the Participant, subject to the approval of the Committee, whenever withholding tax obligations are incurred in connection with any Incentive Award, the Participant may tender to C&W a number of Ordinary Shares that have been owned by the Participant having a Fair Market Value at the tender date determined by the Committee to be sufficient to satisfy the minimum federal, state and local withholding tax requirements, if any, attributable to such event. Such election shall satisfy the Participant’s obligations under Section 14(a) hereof, if any.

(c) Stock Withholding

At the election of the Participant, subject to the approval of the Committee, whenever withholding tax obligations are incurred in connection with any Incentive Award, C&W shall withhold a number of such shares having a Fair Market Value determined by the Committee to be sufficient to satisfy the minimum federal, state and local withholding tax requirements, if any, attributable to such event. Such election shall satisfy the Participant’s obligations under Section 14(a) hereof, if any.

15. Amendment or Termination of the Plan

The Board of Directors may at any time suspend or discontinue the Plan or revise or amend it in any respect whatsoever; provided, however, that to the extent that any applicable law, tax requirement, or rule of a stock

 

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exchange requires shareholder approval in order for any such revision or amendment to be effective, such revision or amendment shall not be effective without such approval. The preceding sentence shall not restrict the Committee’s ability to exercise its discretionary authority hereunder pursuant to Section 4 hereof, which discretion may be exercised without amendment to the Plan. No provision of this Section 15 shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. Except as expressly provided in the Plan, no action hereunder may, without the consent of a Participant, adversely affect in any material respect the Participant’s rights under any previously granted and outstanding Incentive Award. Nothing in the Plan shall limit the right of the Company to pay compensation of any kind outside the terms of the Plan.

16. Recoupment

Notwithstanding anything in the Plan or in any Award Agreement to the contrary, the Company will be entitled to the extent (i) required by applicable law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act), (ii) permitted or required by Company policy as in effect on the date of grant and/or (iii) required by the rules of an exchange on which the Company’s shares are listed for trading to recoup compensation of whatever kind paid or to be paid by the Company at any time to a Participant under this Plan.

17. No Obligation to Exercise

The grant to a Participant of an Incentive Award shall impose no obligation upon such Participant to exercise such Incentive Award.

18. Transfers

Incentive Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of a Participant, only by the Participant; provided, however, that the Committee may permit Options that are non-qualified stock options to be sold, pledged, assigned, hypothecated, transferred, or disposed of (other than to third-party financial institutions for value), on a general or specific basis, subject to such conditions and limitations as the Committee may determine. A non-qualified stock option that is transferred pursuant to the preceding sentence (i) may not be subsequently transferred other than by will or by the laws of descent and distribution and (ii) remains subject to the terms of the Plan and the applicable Award Agreement. Upon the death of a Participant, outstanding Incentive Awards granted to such Participant may be exercised only by the executors or administrators of the Participant’s estate or by any Person or Persons who shall have acquired such right to exercise by will or by the laws of descent and distribution. No transfer by will or the laws of descent and distribution of any Incentive Award, or the right to exercise any Incentive Award, shall be effective to bind C&W unless the Committee shall have been furnished with (a) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the Incentive Award that are or would have been applicable to the Participant and to be bound by the acknowledgements made by the Participant in connection with the grant of the Incentive Award.

19. Expenses and Receipts

The expenses of the Plan shall be paid by C&W. Any proceeds received by C&W in connection with any Incentive Award will be used for general corporate purposes.

20. Failure to Comply

In addition to the remedies of the Company elsewhere provided for herein, failure by a Participant to comply with any of the material terms and conditions of the Plan or any Award Agreement, unless such failure is remedied by such Participant within ten days after having been notified of such failure by the Committee, shall be grounds for the cancellation and forfeiture of such Incentive Award, in whole or in part, as the Committee, in its absolute discretion, may determine.

21. Relationship to Other Benefits

No payment with respect to any Incentive Awards under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan.

 

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22. Governing Law

The Plan and the rights of all Persons under the Plan shall be construed and administered in accordance with the laws of the State of Delaware without regard to its conflict of law principles.

23. Severability

If all or any part of this Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve to invalidate any portion of this Plan not declared to be unlawful or invalid. Any Section or part of a Section so declared to be unlawful or invalid shall, if possible, be construed in a manner that will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

24. Effective Date and Term of Plan

The Effective Date of the Plan is                 , 2021. No grants of Incentive Awards may be made under the Plan after                 , 2031, the tenth anniversary of the date upon which the Plan was approved.

 

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Annex C

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

 

 

ARTICLES OF ASSOCIATION

of

Cushman & Wakefield plc

Company number: 11414195

As at [                    ] 2021

 

 

 


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