Cushman & Wakefield (CWK) Proxy Filing summary

Executive summary

• Shareholders are asked to approve a redomiciliation of the parent company from England and Wales to Bermuda, aiming to reduce administrative burdens and costs associated with dual regulation and to align governance with a U.S.-centric shareholder base under Bermuda law.

• The redomiciliation will not affect day-to-day operations, tax residency of subsidiaries, or the company’s NYSE listing, and is not expected to result in job losses or changes to management or services.

• Shareholders will receive one new Bermuda-incorporated share for each existing share, with no change to their economic or voting interests.

• The process requires approval at a Court Meeting, a General Meeting, and a Shareholders Meeting, with specific resolutions and advisory votes on governance changes.

• The board unanimously recommends voting in favor of all proposals and resolutions.

Voting matters and shareholder proposals

• Court Meeting: Approval of the scheme of arrangement (redomiciliation) requires a majority in number representing at least 75% in value of shares present and voting.

• General Meeting: Four special resolutions (approval of the scheme, reduction of capital, issuance of new shares, amendment of articles) and one adjournment resolution must be approved, each by at least 75% of votes cast (except adjournment, which is a simple majority).

• Shareholders Meeting: Non-binding, advisory votes on board declassification, removal of directors only for cause, business combination approval thresholds, and authorization of preference shares.

• Board recommends voting “FOR” all resolutions at each meeting.

Board of directors and corporate governance

• The new Bermuda parent will have the same directors as the current company at the effective date.

• Advisory resolutions propose declassifying the board over three years (all directors elected annually by 2028), limiting director removal between annual meetings to “for cause,” and setting new thresholds for business combinations.

• The board will have flexibility to issue preference shares without further shareholder approval, unless substantial opposition is shown in advisory votes.