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 burden and costs associated with dual regulation in the U.S. and U.K., with estimated annual savings of over $3 million and a payback period of 12–18 months for the $4 million in transition costs.

• The move is not expected to impact day-to-day operations, tax residency of subsidiaries, or employment, and the company will remain listed on the NYSE and governed by SEC and NYSE rules.

• The Board selected Bermuda after an 18-month review of five jurisdictions, citing economic savings, legal efficiency, and alignment with a U.S.-based shareholder base.

Voting matters and shareholder proposals

• Shareholders will vote at three meetings: a Court Meeting (approval of the scheme), a General Meeting (four special resolutions to implement the scheme), and a Shareholders Meeting (advisory votes on governance changes).

• Key resolutions include approval of the scheme, reduction of capital, amendments to articles, issuance of new shares, and adjournment if needed.

• Advisory votes cover board declassification, business combination approval thresholds, and authorization of preference shares; these are non-binding but may influence board action.

• The Board unanimously recommends voting "FOR" all resolutions.

Board of directors and corporate governance

• Governance changes include declassifying the board (phased in over three years), annual director elections, and removal of supermajority requirements for bylaw amendments and business combinations.

• Shareholders retain the right to remove directors between annual meetings for any reason.

• The board commits not to issue preference shares for anti-takeover or shareholder rights plan purposes without shareholder approval.

• The board and executive officers will remain unchanged post-redomiciliation, with compensation and responsibilities unaffected.