Cushman & Wakefield Ltd. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CWK
Real Estate
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2026
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Securities registered pursuant to Section 12(b) of the Act:
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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.
On May 14, 2026, at the 2026 annual general meeting of shareholders (the “Annual Meeting”) of Cushman & Wakefield Ltd. (the “Company”), the Company’s shareholders approved, as further described in Item 5.07 of this Current Report on Form 8-K, the Company's 2026 Omnibus Share and Cash Incentive Plan (the “2026 Plan”). The 2026 Plan replaces both the Company's Fourth Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan and Third Amended & Restated Omnibus Non-Employee Director Share and Cash Incentive Plan (the “Prior Plans”). The 2026 Plan provides certain employees, non-employee directors, consultants and independent contractors of the Company and its affiliates with incentives and rewards to encourage them to continue in the service of the Company and its affiliates. A more complete description of the 2026 Plan is set forth under the heading “Proposal 4 - Approval of our 2026 Omnibus Share and Cash Incentive Plan” in the Company’s definitive proxy statement for the Annual Meeting (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 3, 2026, the description of which is incorporated herein by reference.
The 2026 Plan was previously adopted by the Company’s Compensation Committee of its Board of Directors (“Board”) on March 26, 2026, subject to shareholder approval. The maximum number of common shares of the Company (“Common Shares”) that are initially available for awards granted under the 2026 Plan is (i) 12,150,000 Common Shares, plus (ii) 291,984 Common Shares that were previously available for awards under the Prior Plans as of May 14, 2026 (the effective date of the 2026 Plan).
The foregoing description of the 2026 Plan is qualified in its entirety by reference to the full text of the 2026 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As noted above, on May 14, 2026, the Company held the Annual Meeting. The final voting results for each matter submitted to a vote of the Company’s shareholders at the Annual Meeting are as follows:
For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||||||||||||||||||||||||
1. To elect the three nominees named in the Proxy Statement to the Board to a one-year term expiring at the 2027 annual general meeting: | |||||||||||||||||||||||||||||||||||||||||||||||
Jodie McLean | 202,181,285 | 6,450,424 | 32,863 | 11,469,542 | |||||||||||||||||||||||||||||||||||||||||||
Timothy Wennes | 208,444,766 | 186,493 | 33,313 | 11,469,542 | |||||||||||||||||||||||||||||||||||||||||||
Billie Williamson | 208,316,314 | 315,390 | 32,868 | 11,469,542 | |||||||||||||||||||||||||||||||||||||||||||
2. To appoint KPMG LLP as independent auditor for the year ending December 31, 2026 and to authorize the Audit Committee of its Board to set the independent auditor’s remuneration. | 218,134,007 | 1,923,817 | 76,290 | — | |||||||||||||||||||||||||||||||||||||||||||
3. To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (“Say on Pay”). | 203,900,649 | 4,706,771 | 57,152 | 11,469,542 | |||||||||||||||||||||||||||||||||||||||||||
4. To approve the 2026 Plan. | 191,432,616 | 17,159,619 | 72,337 | 11,469,542 | |||||||||||||||||||||||||||||||||||||||||||
Consistent with the votes cast with respect to Proposal 3, above, and with the recommendation of the Board, the Company will hold future advisory votes on the compensation of its named executive officers annually until the next required advisory shareholder vote on the frequency of future advisory votes on executive compensation as required pursuant to Section 14(A) of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 2026 Omnibus Share and Cash Incentive Plan, effective May 14, 2026. | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | ||||
* Furnished herewith.
# Indicates management contract or compensatory plan or arrangement.
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.
| CUSHMAN & WAKEFIELD LTD. | ||||||||
| Date: May 14, 2026 | ||||||||
| /s/ Noelle J. Perkins | ||||||||
| Noelle J. Perkins | ||||||||
| Executive Vice President, Chief Legal Officer & Secretary | ||||||||