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 19, 2020
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 or organization) |
(Commission file number) |
(I.R.S. 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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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| 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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 19, 2020, Cushman & Wakefield plc (the “Company”) and Duncan Palmer, the Company’s chief financial officer, entered into an amendment (the “Amendment”) to the Transition and Release Agreement dated February 27, 2020 between the Company and Mr. Palmer (the “Agreement”). The Amendment modifies certain terms relating to Mr. Palmer’s planned transition out of the CFO role.
The Amendment modifies the Agreement by providing that Mr. Palmer will continue to be employed by the Company through February 28, 2021 and will serve as a consultant to the Company from February 28, 2021 until December 31, 2021 (the “Consulting Period”). The Amendment also provides that the aggregate compensation due to Mr. Palmer during the Consulting Period will be $1,050,000, payable in accordance with the terms of the Agreement. The Amendment does not change the terms of the Agreement relating to the payment of Mr. Palmer’s bonus or the grant and vesting of equity compensation.
This summary of the Amendment does not purport to be complete and is qualified in its entirety by the text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits.
The following exhibits are filed as part of this report:
|
Exhibit
|
Description |
|
| 10.1 | Amendment to Transition Agreement, dated as of November 19, 2020, by and among Cushman & Wakefield plc and Duncan Palmer. | |
| 104 | Cover Page Interactive Data file (formatted as Inline XBRL). | |
Forward-Looking Statements
This report on Form 8-K contains forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “forecasts,” “shall,” “contemplates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this report are based upon our historical performance and on our current plans, estimates and expectations in light of information currently available to us. The inclusion of this forward-looking information should not be regarded as a representation by us, that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity.
Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements, including, but not limited to, the factors discussed in the Company’s annual report on Form 10-K for the year ended December 31, 2019 and Quarterly Reports on Form 10-Q, both filed with the Securities and Exchange Commission.
The forward-looking statements included in this report are made as of the date hereof, and except as required by law, the Company undertakes no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this report.
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: November 25, 2020
| CUSHMAN & WAKEFIELD PLC | ||
| By: |
/s/ Brett Soloway |
|
| Name: | Brett Soloway | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
Exhibit 10.1
EXECUTION VERSION
AMENDMENT TO TRANSITION AND GENERAL RELEASE AGREEMENT
THIS AMENDMENT TO TRANSITION AND GENERAL RELEASE AGREEMENT (this “Amendment”), is made as of November 19, 2020 (the “Effective Date”) and amends that certain Transition and General Release Agreement (the “Agreement”) dated as of February 27, 2020, by and among Cushman & Wakefield plc (together, with its subsidiaries, the “Company”) and Duncan Palmer (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Agreement.
RECITALS
WHEREAS, the Company and the Executive previously entered into the Agreement;
WHEREAS, pursuant to Section 15 of the Agreement, the Agreement may be amended with the written consent of the Executive; and
WHEREAS, the Company and the Executive desire to amend the Agreement as set forth herein, effective as of the Effective Date.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Section 1(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
| (a) |
Separation Date. The Executive’s employment will terminate effective upon February 28, 2021 (the “Separation Date”). Prior to the Separation Date, the Executive shall continue to be employed pursuant to the Employment Agreement, provided that if, prior to the Separation Date, the Executive resigns from employment without “Good Reason” (as defined in the Employment Agreement) or “Cause” (as defined in the Employment Agreement) occurs, then the provisions in this Agreement related to the Consulting Period and the compensation and benefits provided in Section 3 hereof shall have no effect. If the Executive is terminated by the Company without Cause or resigns for Good Reason prior to the Separation Date, then the provisions in this Agreement related to the Consulting Period shall have no effect and the provisions of Section 3 in this Agreement shall apply as though the Separation Date occurred on the actual date of the Executive’s termination of employment, including for purposes of prorating any payments provided in Section 3. The Parties acknowledge and agree that (i) the Separation will be effective as of the Separation Date, and (ii) the Employment Agreement shall be terminated in its entirety and have no further effect as of the Separation Date, except for those provisions that expressly survive termination and as otherwise provided by this Agreement. The Parties agree that, following the Effective Date, the Executive shall not be entitled to any severance or other post-employment compensation pursuant to the Employment Agreement or otherwise in connection with the Executive’s termination of employment, except as expressly provided in this Agreement. |
2. Section 1(d) of the Agreement is hereby deleted in its entirety and replaced with the following:
| (d) |
Consulting Period. For the period following the Separation Date until December 31, 2021 (the “Consulting Period”), (i) the Executive will continue to provide services in good faith as a consultant to the Company, as reasonably requested by the board of directors of the Company (the “Board”) or the Company’s Chief Executive Officer (the “CEO”), (ii) the Executive will continue to have access to his Company computer and the Company’s other IT resources, subject to the Company’s written policies in effect from time to time, and other resources necessary to perform the consulting services requested by the Board or the CEO, and (iii) the Executive will be reimbursed for reasonable expenses incurred in connection with the provision of his consulting services, consistent with the Company’s reimbursement policies. |
3. Section 3(g) of the Agreement is hereby deleted in its entirety and replaced with the following:
| (g) |
Consulting Fees. During the Consulting Period, the Executive shall serve as an independent contractor of the Company and receive monthly consulting fees (payable in arrears) at a rate that would result in aggregate payments totaling $1,050,000 for the Consulting Period, prorated for any partial periods of service during the Consulting Period. |
4. Section 17 of Exhibit A to the Agreement is hereby deleted in its entirety and replaced with the following:
| 17. |
Consulting Period. The Company will retain the Consultant pursuant to the terms of this Agreement, and the Consultant will provide the Services (as defined in Section 19), for the period following the Separation Date until December 31, 2021. The period of time between the Separation Date and the termination of the Consultant’s service relationship with the Company is referred to herein as the “Consulting Period.” |
5. Section 18 of Exhibit A to the Agreement is hereby deleted in its entirety.
6. Section 20(a) of Exhibit A to the Agreement is hereby deleted in its entirety and replaced with the following:
| (a) |
Monthly Fee. During the Consulting Period, the Consultant shall serve as an independent contractor of the Company, and the Company will pay the Consultant, for the Services rendered hereunder, a monthly consulting fee, payable in arrears, at a rate that would result in aggregate payments totaling $1,050,000 for the Consulting Period, prorated for any partial periods of service during the Consulting Period (the “Monthly Fee”). Any portion of the Monthly Fee earned but not paid at the time of termination of this Agreement will be paid within 15 days thereafter. |
7. The Executive acknowledges and agrees that “Good Reason” under the Employment Agreement has not occurred as a result of this Amendment.
8. The Executive hereby reaffirms Section 4 of the Agreement and acknowledges and agrees that, for purposes of determining the commencement of any post-termination restricted periods in connection with the Restrictive Covenants, any such periods will take into account this Amendment.
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9. This Amendment shall only serve to amend and modify the Agreement to the extent specifically provided herein. All terms, conditions, provisions and references of and to the Agreement which are not specifically modified, amended and/or waived herein shall remain in full force and effect and shall not be altered by any provisions herein contained. All prior agreements, promises, negotiations and representations, either oral or written, relating to the subject matter of this Amendment not expressly set forth in this Amendment are of no force or effect.
10. This Amendment shall not be amended, modified or supplemented except by a written instrument signed by the parties hereto. The failure of a party to insist on strict adherence to any term of this Amendment on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Amendment. No waiver of any provision of this Amendment shall be construed as a waiver of any other provision of this Amendment. Any waiver must be in writing.
11. This Amendment shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Executive, and the successors and assigns of the Company.
12. This Amendment may be executed and delivered in any number of separate counterparts, each of which will be deemed an original and all of which taken together will constitute one and the same agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Effective Date.
| DATED: November 19th, 2020 | By: |
/s/ Duncan Palmer |
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| Duncan Palmer |
| DATED: November 19th, 2020 | CUSHMAN AND WAKEFIELD, plc | |||||
| By: |
/s/ Michelle Hay |
|||||
| Name: | Michelle Hay | |||||
| Title: | Chief Human Resources Officer | |||||
Signature Page