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): November 28, 2018 (November 26, 2018)

 

 

CUSHMAN & WAKEFIELD plc

(Exact Name of Registrant as Specified in Charter)

 

 

 

England and Wales   001-38611   98-1193584

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

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)

(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 (see General Instruction A.2. below):

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 26, 2018, upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Cushman & Wakefield plc (the “Company”), the Board elected Michelle Mackay to the Board, effective November 27, 2018. Ms. Mackay will serve as a Class I director of the Board until the expiration of her term on the date of the Company’s annual meeting of shareholders in 2019 and until her successor is elected and qualified.

Ms. MacKay was most recently a Senior Advisor to iStar, an adaptive investment REIT that finances, invests in and develops real estate and real estate related projects. During her 15-year career at iStar, Ms. MacKay served as Executive Vice President of Investments, and was one of the key contributors to the growth of iStar from a $6 billion to a $16 billion corporation. Prior to iStar, Ms. MacKay was at UBS, where she was an Executive Director in commercial real estate and a senior member of the Commercial Real Estate Investment Committee.

There are no arrangements or understandings between Ms. Mackay and any other person pursuant to which Ms. Mackay was selected as a director of the Company. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Ms. Mackay and the Company. In connection with Ms. Mackay’s service as a member of the Board, she will receive the same compensation paid by the Company to its non-employee directors as disclosed in the Company’s Registration Statement on Form S-1 (File No. 333-225742), as amended, relating to its initial public offering (the “IPO Registration Statement”). In addition to this compensation, Ms. Mackay will enter into the Company’s standard form of deed of indemnity for directors, a copy of which is filed as Exhibit 10.19 to the Company’s IPO Registration Statement. The compensation of the Company’s directors may be adjusted by the Board from time to time, subject to the terms of any letter agreements entered into with such directors.


SIGNATURE

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 PLC

Date: November 28, 2018     By:   /s/ Brett Soloway
     

Brett Soloway

Executive Vice President, General Counsel and Corporate Secretary