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 predominantly U.S. shareholder base under Bermuda law.

• The redomiciliation will not impact day-to-day operations, tax residency of subsidiaries, or the company’s commitment to its European business.

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

• The new parent company will remain listed on the NYSE under the same ticker, and the transaction is not tax-driven.

Voting matters and shareholder proposals

• Three meetings will be held: a Court Meeting to approve the scheme, a General Meeting for related resolutions, and a Shareholders Meeting for advisory votes on governance changes.

• Resolutions include approval of the scheme, reduction of capital, issuance of new shares, amendment of articles, and adjournment if needed.

• Advisory votes cover board declassification, removal of directors only for cause, business combination approval thresholds, and authorization of preference shares.

• Board unanimously recommends voting “FOR” all resolutions and advisory proposals.

Board of directors and corporate governance

• Governance changes proposed include declassifying the board over three years, allowing annual election of all directors starting in 2028.

• Directors may be removed only for cause between annual meetings, enhancing board stability.

• Business combinations will require a simple majority if board-approved, or a 75% shareholder vote if not.

• Preference shares may be issued by board decision, subject to advisory vote outcome.