Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): June 7, 2024

CUSHMAN & WAKEFIELD PLC

(Exact name of registrant as specified in its charter)

England and Wales

001-38611

98-1193584

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

125 Old Broad Street

London, United Kingdom EC2N 1AR

(Address of principal executive offices) (Zip Code)

+44 20 3296 3000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Ordinary shares, $0.10 nominal value

CWK

New York Stock Exchange

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Director

On June 7, 2024, Jonathan Coslet notified Cushman & Wakefield plc (the “Company”) of his decision to resign from the Board, effective immediately, which the Board accepted. Mr. Coslet had been designated as a nominee for director by TPG Drone Investment, L.P. and TPG Drone Co-Invest, L.P (collectively, “TPG”) pursuant to the Shareholders Agreement, dated August 6, 2018, by and among the Company, TPG, PAGAC Drone Holding I LP and the other parties named therein (the “Shareholders Agreement”), and has been a director since the Company’s initial public offering in 2018. Mr. Coslet’s decision to resign is not due to any disagreement with the Company or its management relating to the Company’s operations, policies or practices. The Company thanks Mr. Coslet for his service and wishes him well.

Notwithstanding TPG’s right to designate a replacement director pursuant to the terms of the Shareholders Agreement, TPG has advised the Company that it will not designate a director to fill the vacancy created by Mr. Coslet’s resignation. In addition, TPG has indefinitely waived all of its remaining appointment and approval rights pursuant to the Shareholders Agreement.

As of June 7, 2024, all shareholders that are a party to the Shareholders Agreement no longer have the right to nominate any directors to the Board pursuant to Article III thereof, and as such, the Shareholders Agreement automatically terminated without any further action by any party.

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: June 11, 2024


CUSHMAN & WAKEFIELD PLC

By:		/s/ Noelle J. Perkins
Name:		Noelle J. Perkins
Title:		Executive Vice President, General Counsel and Corporate Secretary

Document and Entity Information	Jun. 07, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001628369
Document Type	8-K
Document Period End Date	Jun. 07, 2024
Entity Registrant Name	CUSHMAN & WAKEFIELD PLC
Entity Incorporation State Country Code	X0
Entity File Number	001-38611
Entity Tax Identification Number	98-1193584
Entity Address, Address Line One	125 Old Broad Street
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	EC2N 1AR
City Area Code	20
Local Phone Number	3296 3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Ordinary shares, $0.10 nominal value
Trading Symbol	CWK
Security Exchange Name	NYSE
Entity Emerging Growth Company	false