Cushman & Wakefield Ltd

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of three nominees (Jodie McLean, Timothy Wennes and Billie Williamson) to the Board of Directors to serve one-year terms expiring at the 2027 annual general meeting.

2. 2

   Appointment of KPMG LLP as Independent Auditor and Authorization for the Audit Committee to Set the Independent Auditor’s Remuneration

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as the Company’s independent auditor for the year ending December 31, 2026 and authorize the Audit Committee to set the auditor’s remuneration.

3. 3

   Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement for the year ended December 31, 2025.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid in 2025 to the Company’s Named Executive Officers as disclosed in the Proxy Statement. Management is seeking shareholder validation of its pay program design—which for 2025 combined base salary, an Annual Incentive Plan tied to Compensation EBITDA, and a mix of time-vesting RSUs and performance-based RSUs (PRSUs) with metrics such as Adjusted EPS, Adjusted Free Cash Flow and Strategic Cost Efficiency—to demonstrate alignment between pay and company performance. The Board notes prior strong shareholder support for executive pay (approximately 98.6% in 2025) and frames this vote as an opportunity for shareholders to signal continued approval or concern. Because the vote is advisory, it does not change compensation contracts but provides guidance the Compensation Committee will consider in future program design and goal setting. Management emphasizes governance safeguards—clawback policy, share ownership guidelines, limits on perquisites, and use of an independent compensation consultant—to mitigate excessive risk-taking and better align executives with long-term shareholder interests. A FOR vote indicates shareholder support for the Compensation Committee’s approach to incentive metrics, payout structures and recent pay decisions; a AGAINST vote would signal investor dissatisfaction and likely prompt further engagement and potential plan changes. Material context includes the Company’s continued strategic pivot toward growth following improved cash generation in 2025, the multi-year PRSU designs with relative TSR modifiers, and the Compensation Committee’s ability to exercise discretion in exceptional circumstances. The Board recommends FOR to confirm that the pay program appropriately balances retention, performance incentives, and alignment with shareholder interests, while acknowledging the non-binding nature of the vote and the Board’s commitment to consider shareholder feedback.

4. 4

   Approval of the 2026 Omnibus Share and Cash Incentive Plan

   ManagementBoard: FOR

   Approve the Cushman & Wakefield Ltd. 2026 Omnibus Share and Cash Incentive Plan to replace prior equity and director plans and authorize the share reserve and plan terms described in the Proxy Statement.

   More detail

   This management proposal requests shareholder approval to adopt a consolidated 2026 Omnibus Share and Cash Incentive Plan that would replace two prior equity plans and establish a new reserve (12,150,000 initial shares plus any remaining shares available under the prior plans) for future equity and cash incentive awards. Management seeks approval to preserve the Company’s ability to grant time-vesting RSUs, performance-based RSUs, stock options and cash incentive awards as tools to attract, retain and incentivize employees and non-employee directors, arguing these are critical for executing the Company’s strategic priorities. The Plan contains investor-friendly governance features: a one-year minimum vesting period (with limited exceptions), prohibition on option/SAR discounting or repricing without shareholder approval, no dividends on unearned awards, anti-recycling of shares, annual non-employee director compensation caps, and robust change-in-control and adjustment provisions. The company discloses expected dilutive impact and burn-rate metrics (historical annual burn ~1.3%, overhang projected to increase to ~11.1% with the Plan) and estimates the share pool should last approximately three years under historical grant practices; this contextualizes the trade-off between dilution and retention/ incentive needs. The Board’s recommendation FOR is justified by the Compensation Committee’s assessment of historical equity usage, the need to align long-term incentives with shareholder value (including use of performance metrics like Adjusted EPS and TSR modifiers), and built-in safeguards such as recoupment/clawback and limits on director awards. Investors should weigh the company’s stated governance protections and performance-based features against the quantitative dilution impact and the Committee’s broad discretion in grant design. Approval would allow the Company to continue making market-competitive awards; rejection would constrain the Compensation Committee’s ability to issue equity and could necessitate alternative cash-heavy compensation or other retention measures.

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When is the Cushman & Wakefield Ltd 2026 annual meeting?

Cushman & Wakefield Ltd (CWK) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the Cushman & Wakefield Ltd 2026 meeting?

The record date for the Cushman & Wakefield Ltd 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Cushman & Wakefield Ltd's 2026 meeting?

The board is presenting 3 director nominees at the Cushman & Wakefield Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Cushman & Wakefield Ltd 2026 meeting?

Shareholders will vote on 4 proposals at the Cushman & Wakefield Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.