UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described under Item 5.07 below, the Amended & Restated Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan (the “Plan”) was approved by the shareholders of Cushman & Wakefield plc (the “Company”) and became effective on May 6, 2021. The amendments to the Plan increased the number of ordinary shares authorized for issuance under the Plan by 13.3 million. A copy of the Plan is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As described under Item 5.07 below, an amendment to the Company’s Articles of Association (the “Articles”) was approved by the shareholders of the Company and became effective on May 6, 2021. The amendment to the Articles permits meetings of the Company’s shareholders to be held virtually. A copy of the Articles is attached hereto as Exhibit 3.1 and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its annual general meeting of shareholders (the “Annual Meeting”) on May 6, 2021. A total of 208,720,424 shares, or 93.7% of the total shares entitled to vote, were represented at the Annual Meeting in person or by proxy. The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||||
| 1. | To elect the Class III Directors listed below: | |||||||||||||||||
| Timothy Dattels |
182,690,630 | 11,038,112 | 30,547 | 14,961,135 | ||||||||||||||
| Lincoln Pan |
186,885,192 | 6,843,528 | 30,569 | 14,961,135 | ||||||||||||||
| Rajeev Ruparelia |
188,019,921 | 5,708,830 | 30,538 | 14,961,135 | ||||||||||||||
| 2. | To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. | 206,724,395 | 1,989,027 | 7,002 | — | |||||||||||||
| 3. | To reappoint KPMG LLP as the Company’s UK statutory auditor until the Company’s annual meeting in 2022. | 206,726,161 | 1,988,526 | 5,737 | — | |||||||||||||
| 4. | To authorize the Audit Committee of the Board of Directors to determine the compensation of KPMG LLP as the Company’s UK statutory auditor | 206,560,594 | 1,998,468 | 161,362 | — | |||||||||||||
| 5. | To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement | 142,021,105 | 51,693,048 | 45,136 | 14,961,135 | |||||||||||||
| 6. | To approve, on a non-binding, advisory basis, the director compensation report, which was included in Annex A of the Proxy Statement | 142,174,571 | 51,564,243 | 20,475 | 14,961,135 | |||||||||||||
| 7. | To approve the revised director compensation policy, which was included as part of the director compensation report in Annex A of the Proxy Statement. | 190,338,453 | 3,384,546 | 36,290 | 14,961,135 | |||||||||||||
| 8. | To approve an amendment and restatement of the 2018 Omnibus Management Share and Incentive Plan, which was included in Annex B of the Proxy Statement. | 192,964,342 | 779,314 | 15,633 | 14,961,135 | |||||||||||||
| 9. | To approve the special resolution to adopt and approve Amended Articles of Association of Cushman & Wakefield plc, which were included in Annex C of the Proxy Statement. | 203,665,125 | 5,051,746 | 3,553 | — | |||||||||||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Articles of Association of Cushman & Wakefield plc, dated May 6, 2021. | |||
| 10.1 | Cushman & Wakefield plc 2018 Omnibus Management Share and Cash Incentive Plan, effective May 6, 2021. | |||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 7, 2021
| CUSHMAN & WAKEFIELD PLC | ||
| By: | /s/ Brett Soloway | |
| Name: | Brett Soloway | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |