Independent
Tenure on this board
7.6 yrs
3 nominees · 4 ballot items.
Four proposals: election of three directors (Jodie McLean, Timothy Wennes and Billie Williamson) to one-year terms; appointment of KPMG LLP as independent auditor and authorization for the Audit Committee to set its remuneration; a non-binding advisory vote to approve the 2025 compensation of the Named Executive Officers (“Say-on-Pay”); and shareholder approval of the Cushman & Wakefield Ltd. 2026 Omnibus Share and Cash Incentive Plan.
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.
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.
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.
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.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 10.40% | 24,366,565 | $299M |
| 2 | BlackRock, Inc. | 7.29% | 17,077,177 | $209M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 5.37% | 12,583,205 | $154M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.43% | 10,388,259 | $127M |
| 5 | STATE STREET CORP | 3.90% | 9,132,316 | $112M |
| 6 | FMR LLC | 2.66% | 6,230,941 | $76M |
| 7 | Channing Capital Management, LLC | 2.33% | 5,460,628 | $67M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.28% | 5,335,184 | $65M |
| 9 | Eurizon Capital SGR S.p.A. | 2.13% | 4,989,906 | $61M |
| 10 | VICTORY CAPITAL MANAGEMENT INC | 2.07% | 4,839,540 | $59M |
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