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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): October 1, 2021

 

 

Cushman & Wakefield plc

(Exact name of registrant specified in its charter)

 

 

 

England and Wales   001-38611   98-1193584

(State or Other Jurisdiction

Of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

125 Old Broad Street

London, United Kingdom EC2N 1AR

(Address of principal executive offices, including zip code)

+44 20 3296 3000

(Registrant’s telephone number, including area code)

Not applicable

(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))

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

President and Chief Operating Officer Appointment

On October 1, 2021, Cushman & Wakefield plc (the “Company”) announced that it had promoted Michelle MacKay, 55, to serve as its President and Chief Operating Officer effective January 1, 2022. Ms. MacKay currently serves as the Company’s Chief Operating Officer.

Ms. MacKay joined the Company in 2020 as Chief Operating Officer and previously served as a director of the Company from November 2018 to March 2020. Prior to joining the Company, Ms. MacKay was a Senior Advisor to iStar from 2017 to 2018, and previously served as iStar’s Executive Vice President of Investments from 2003 to 2017. Prior to iStar, she served as an Executive Director and as a senior member of the Commercial Real Estate Investment Committee at UBS.

An offer letter, dated September 18, 2021, sets forth the key terms of Ms. MacKay’s compensation as President and Chief Operating Officer. Pursuant to the offer letter, Ms. MacKay will receive an annual base salary of $750,000. In addition, Ms. MacKay will be eligible for an annual cash incentive target award of $1,000,000 based upon achievement of corporate or individual performance goals as determined by the Company’s board of directors. Ms. MacKay will also be eligible to receive annual long-term equity incentive grants with a fair value of $3,050,000, consisting of time-based restricted stock units and performance-based units, subject to such terms and conditions as may be determined by the Company’s board of directors. In the event Ms. MacKay’s employment is terminated by the Company without cause, she will be entitled to payment of twelve month’s salary plus a prorated annual cash incentive award, subject to Company performance. Ms. MacKay will be subject to customary confidentiality restrictions and a non-solicitation covenant which will apply during the period of her employment and for 12 months thereafter.

President Appointment

On October 1, 2021, the Company announced that it had promoted Andrew McDonald, 47, to serve as its President effective January 1, 2022. Mr. McDonald currently serves as the Company’s Chief Executive, Americas.

Mr. McDonald became Chief Executive, Americas in July 2020. Prior thereto, Mr. McDonald led Cushman & Wakefield’s Americas West region from November 2017 to July 2020. Before that, he served as Executive Managing Director and Regional Managing Principal for Greater Los Angeles/Orange County. Mr. McDonald began his professional career at ASIMCO, a Beijing-based private equity firm. He later joined Cushman Realty Corporation, which merged with the Company in 2001.

An offer letter, dated September 18, 2021, sets forth the key terms of Mr. McDonald’s compensation as President. Pursuant to the offer letter, Mr. McDonald will receive an annual base salary of $700,000. In addition, Mr. McDonald will be eligible for an annual cash incentive target award of $1,000,000 based upon achievement of corporate or individual performance goals as determined by the Company’s board of directors. Mr. McDonald will also be eligible to receive annual long-term equity incentive grants with a fair value of $2,800,000, consisting of time-based restricted stock units and performance-based units, subject to such terms and conditions as may be determined by the Company’s board of directors. In the event Mr. McDonald’s employment is terminated by the Company without cause, he will be entitled to payment of twelve month’s salary plus a prorated annual cash incentive award, subject to Company performance. Mr. McDonald will be subject to customary confidentiality restrictions and a non-solicitation covenant which will apply during the period of his employment and for 12 months thereafter.

There are no arrangements or understandings between Ms. MacKay or Mr. McDonald and any other person pursuant to which such officers were appointed to the positions of President and Chief Operating Officer and President, respectively, of the Company. Neither Ms. MacKay nor Mr. McDonald has any family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer

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 or Mr. McDonald and the Company.

 

Item 7.01

Regulation FD Disclosure.

A copy of a press release announcing Ms. MacKay’s and Mr. McDonald’s promotions is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

 

Exhibit#

  

Description

10.1    Offer letter, dated September 18, 2021, from Cushman & Wakefield plc to Michelle MacKay
10.2    Offer letter, dated September 18, 2021, from Cushman & Wakefield plc to Andrew McDonald
99.1    Press release dated October 1, 2021
104    Cover Page Interactive Data file (formatted as Inline XBRL)

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.

 

Dated: October 1, 2021     CUSHMAN & WAKEFIELD PLC
    By:  

/s/ Brett Soloway

    Name:   Brett Soloway
    Title:  

Executive Vice President, General Counsel

and Corporate Secretary

Exhibit 10.1

 

LOGO    

225 West Wacker Drive

Suite 3000

Chicago, Illinois 60606

cushmanwakefield.com

September 18, 2021

Ms. Michelle MacKay

via email

Dear Michelle,

Congratulations! I am pleased to present the following terms and conditions of your new role as President / Chief Operating Officer at Cushman & Wakefield Global, Inc. (“C&W” or the “Company”). This position reports to John Forrester. Your effective date will be January 1, 2022.

The below represents the offer in its entirety and supersedes and replaces all previous arrangements with C&W.

Salary

Your annualized salary will be $750,000, paid in bi-weekly installments less appriorate withholdings and deductions. You are eligible to be considered for a salary increase during the Company’s annual salary review process.

Annual Incentive Compensation

Beginning in 2022, you will be eligible for a discretionary annual target bonus award of $1,000,000, with payout of 0% to 200% of target based on the Company achievement of established financial metrics as well as personal goals. Bonus payments, in all cases, are paid at the sole discretion of the Company. An express condition of earning said bonus is continued employment through the bonus payment date, as allowed by state and federal law. Should employee leave employment for any reason prior to the bonus payment date, no bonus will have been earned and will not be payable as allowed by state and federal law.

Long-Term Incentive

Beginning in 2022, you will be eligible for a discretionary annual equity award with a fair value of $3,050,000 on the date of grant. Equity awards are subject to personal and business results, and Board approval. Equity awards are a combination of both time-based restricted stock units, subject to three-year pro-rata vesting; and performance-based units subject to three-year cliff vesting, as well as Company performance against established metrics. The number of shares granted to you will be contingent upon the per share fair market value on the grant date.

Benefits

As a full-time employee, you will have access to company-provided benefits as defined by the applicable summary plan descriptions and company policy. Additional details regarding benefit eligibility and options are defined further in the attached benefit summary. The Company reserves the right to modify any of its benefits, including the health and welfare plan, any time at the Company’s sole discretion and without prior notice.

PTO and Sick Leave

As a full-time employee, you will be eligible for unlimited paid time off as long as job responsibilities are fulfilled. Annually, you will be eligible for 5 Sick Leave days (or more, where required by law), which will be granted on a pro-rated basis from your start date,and granted in full at the beginning of each calendar year thereafter. Cushman & Wakefield also provides 11 company-paid holidays and one floating holiday.

LOGO

 

Employment At-Will

Your employment with Cushman & Wakefield will be as an employee at-will, which means that either you or Cushman & Wakefield may terminate the employment relationship at any time with or without notice or cause. Also, like all employees, you will be expected to abide by the Company’s rules and standards, including acknowledging receipt of the Company’s policies. Policies contained therein are subject to modification as deemed necessary by the Company.

Termination of Employment

You are eligible to participate in the Cushman & Wakefield, Inc. Executive Employee Severance Pay Plan (“Severance Plan”). Under this plan, in the event your employment is terminated by the Company without cause, you will receive 12 months of your base pay as salary continuation and will be eligible to receive a discretionary pro-rated bonus for the applicable bonus year, as determined by the Company based on company and personal performance. All other terms of the Severance Plan remain in effect.

Confidentiality

The protection of confidential information and trade secrets is essential for Cushman & Wakefield for both the company’s and employees’ future security. To protect such information, employees may not disclose any trade secrets or confidential information (defined further in the Company’s policies). The Company’s Confidentiality Policy is ongoing even after employment with the Company terminates.

Non-Solicitation

In order to preserve the confidentiality of the information referred to in the “Confidentiality” paragraph above, and to protect C&W’s legitimate interests in their client relationships and goodwill, you agree that for a period of twelve (12) months following the termination of your relationship with C&W, subject to applicable law, you will observe and honor the terms and conditions of C&W’s Confidentiality and Non-Solicitation Policy.

Your signature on this offer letter indicates your acknowledgment and acceptance of the provisions set forth above as the full and complete statement of the terms and conditions of your employment with the Company.

If you have any questions or if I can provide you with further information, please do not hesitate to contact me. Again, congratulations on your new role!

Please execute one copy of this letter and return it to me by September 24, 2021.

Yours sincerely,

John Forrester

Global President

 

Signature:

  

/s/ Michelle MacKay

     
  

Michelle MacKay

     

Exhibit 10.2

 

LOGO    

225 West Wacker Drive

Suite 3000

Chicago, Illinois 60606

cushmanwakefield.com

September 18, 2021

Mr. Andrew McDonald

via email

Dear Andrew,

Congratulations! I am pleased to present the following terms and conditions of your new role as President at Cushman & Wakefield Global, Inc. (“C&W” or the “Company”). This position reports to John Forrester. Your effective date will be January 1, 2022.

The below represents the offer in its entirety and supersedes and replaces all previous arrangements with C&W. Further, this offer is contingent upon your repayment in full, no later than December 31, 2021, of the loan granted to you by C&W in 2016.

Salary

Your annualized salary will be $700,000, paid in bi-weekly installments less appriorate withholdings and deductions. You are eligible to be considered for a salary increase during the Company’s annual salary review process.

Annual Incentive Compensation

Beginning in 2022, you will be eligible for a discretionary annual target bonus award of $1,000,000, with payout of 0% to 200% of target based on the Company achievement of established financial metrics as well as personal goals. Bonus payments, in all cases, are paid at the sole discretion of the Company. An express condition of earning said bonus is continued employment through the bonus payment date, as allowed by state and federal law. Should employee leave employment for any reason prior to the bonus payment date, no bonus will have been earned and will not be payable as allowed by state and federal law.

Long-Term Incentive

Beginning in 2022, you will be eligible for a discretionary annual equity award with a fair value of $2,800,000 on the date of grant. Equity awards are subject to personal and business results, and Board approval. Equity awards are a combination of both time-based restricted stock units, subject to three-year pro-rata vesting; and performance-based units subject to three-year cliff vesting, as well as Company performance against established metrics. The number of shares granted to you will be contingent upon the per share fair market value on the grant date.

Benefits

As a full-time employee, you will have access to company-provided benefits as defined by the applicable summary plan descriptions and company policy. Additional details regarding benefit eligibility and options are defined further in the attached benefit summary. The Company reserves the right to modify any of its benefits, including the health and welfare plan, any time at the Company’s sole discretion and without prior notice.

PTO and Sick Leave

As a full-time employee, you will be eligible for unlimited paid time off as long as job responsibilities are fulfilled. Annually, you will be eligible for 5 Sick Leave days (or more, where required by law), which will be granted on a pro-rated basis from your start date,and granted in full at the beginning of each calendar year thereafter. Cushman & Wakefield also provides 11 company-paid holidays and one floating holiday.

Employment At-Will

Your employment with Cushman & Wakefield will be as an employee at-will, which means that either you or Cushman & Wakefield may terminate the employment relationship at any time with or without notice or cause. Also, like all employees, you will be expected to abide by the Company’s rules and standards, including acknowledging receipt of the Company’s policies. Policies contained therein are subject to modification as deemed necessary by the Company.

Termination of Employment

You are eligible to participate in the Cushman & Wakefield, Inc. Executive Employee Severance Pay Plan (“Severance Plan”). Under this plan, in the event your employment is terminated by the Company without cause, you will receive 12 months of your base pay as salary continuation and will be eligible to receive a discretionary pro-rated bonus for the applicable bonus year, as determined by the Company based on company and personal performance. All other terms of the Severance Plan remain in effect.

Confidentiality

The protection of confidential information and trade secrets is essential for Cushman & Wakefield for both the company’s and employees’ future security. To protect such information, employees may not disclose any trade secrets or confidential information (defined further in the Company’s policies). The Company’s Confidentiality Policy is ongoing even after employment with the Company terminates.

Non-Solicitation

In order to preserve the confidentiality of the information referred to in the “Confidentiality” paragraph above, and to protect C&W’s legitimate interests in their client relationships and goodwill, you agree that for a period of twelve (12) months following the termination of your relationship with C&W, subject to applicable law, you will observe and honor the terms and conditions of C&W’s Confidentiality and Non-Solicitation Policy.

Your signature on this offer letter indicates your acknowledgment and acceptance of the provisions set forth above as the full and complete statement of the terms and conditions of your employment with the Company.

If you have any questions or if I can provide you with further information, please do not hesitate to contact me. Again, congratulations on your new role!

Please execute one copy of this letter and return it to me by September 24, 2021.

Yours sincerely,

John Forrester

Global President

 

Signature:   

/s/ Andrew McDonald

     
   Andrew McDonald      

Exhibit 99.1

 

LOGO

For Immediate Release

Cushman & Wakefield Promotes Michelle MacKay to President and COO and Andrew McDonald to President as Part of CEO Transition

CHICAGO, October 1, 2021 – Cushman & Wakefield (NYSE: CWK), a leading global real estate services firm, today announced its Chief Operating Officer (COO) Michelle MacKay has been promoted to President and COO, and Chief Executive of the Americas Andrew McDonald has been promoted to President, effective January 1, 2022.This transition comes as the firm recently announced its current President John Forrester will become CEO, also on January 1, 2022.

“Cushman & Wakefield has a world-class executive management team, and I am excited to continue working with Michelle and Andrew in their expanded roles. I’m confident our firm will benefit from aligning our leaders to our greatest opportunities as we help clients navigate the growth ahead for the commercial real estate industry,” said John Forrester, President and CEO-elect of Cushman & Wakefield.

As President and COO, MacKay will take on additional responsibilities leading the firm’s Europe, Middle East & Africa (EMEA) region; Global Occupier Services (GOS); the facilities services business C&W Services; and DTZ Investors. As President, McDonald will be responsible for the firm’s Americas and Asia Pacific businesses.

MacKay was appointed COO in 2020, having previously served on Cushman & Wakefield’s Board of Directors since 2018. As COO, she is responsible for executing the firm’s strategy and overseeing its functional groups. Notably, MacKay spearheaded the launch of the firm’s Global Employee Assistance Fund for those impacted by COVID-19 and helped establish the Diversity, Equity & Inclusion (DEI) function. Before joining Cushman & Wakefield, MacKay occupied the positions of Executive Vice President, Investments & Head of Capital Markets at iStar, Inc.; Executive Director, Commercial Real Estate at UBS; Vice President, Fixed Income at J.P. Morgan; and Assistant Vice President, Real Estate and Fixed Income at The Hartford Financial Services Group, Inc.

“Since joining Cushman & Wakefield, I’ve had the pleasure of working with people who are truly passionate and eager to push the boundaries of what we can collectively accomplish—whether that’s developing new solutions for our clients or ensuring we are responsible corporate citizens,” said MacKay. “I’m excited to expand on the great progress we’ve made in this new role.”

MEDIA CONTACT

Aixa Velez

Corporate Communications

+1 312 424 8195

aixa.velez@cushwake.com

LOGO

 

In his current role as Chief Executive, Americas, McDonald is responsible for leading the operations and business service lines across the region. He previously served as President of Cushman & Wakefield’s U.S. West Region. Prior to that, McDonald served as Executive Managing Director and Regional Managing Principal for Greater Los Angeles / Orange County, overseeing the market’s eight offices. He began his career at ASIMCO, a Beijing-based private equity firm acquired by Bain Capital. In 1999, he returned to the U.S. to work with Cushman Realty Corporation, which merged with Cushman & Wakefield in 2001.

“In an industry environment that is ever-evolving, what won’t change in the future is our promise to deliver exceptional value to our clients by leveraging our strong platform of services and the expertise of our people globally,” said McDonald. “I look forward to continuing to work with this team in leading our business into an exciting new chapter.”

About Cushman & Wakefield

Cushman & Wakefield (NYSE: CWK) is a leading global real estate services firm that delivers exceptional value for real estate occupiers and owners. Cushman & Wakefield is among the largest real estate services firms with approximately 50,000 employees in over 400 offices and 60 countries. In 2020, the firm had revenue of $7.8 billion across core services of property, facilities and project management, leasing, capital markets, valuation and other services. To learn more, visit www.cushmanwakefield.com or follow @CushWake on Twitter.

Cautionary Note on Forward-Looking Statements

All statements in this release other than historical facts are forward-looking statements, which rely on a number of estimates, projections and assumptions concerning future events. Such statements are also subject to a number of uncertainties and factors outside Cushman & Wakefield’s control. Such factors include, but are not limited to, uncertainty regarding benefits from officer transitions and promotions, growth of the commercial real estate industry and expansion of the Company’s progress in specific geographic areas. Should any Cushman & Wakefield estimates, projections and assumptions or these other uncertainties and factors materialize in ways that Cushman & Wakefield did not expect, there is no guarantee of future performance and the actual results could differ materially from the forward-looking statements in this press release. Any estimates or projections as to events that may occur in the future are based upon the best and current judgment of Cushman & Wakefield. Any forward-looking statements speak only as of the date of this press release and the report referred to herein, and except to the extent required by applicable securities laws, Cushman & Wakefield expressly disclaims any obligation to update or revise any of them, whether as a result of new information, future events or otherwise. Additional information concerning factors that may influence results is discussed under “Risk Factors” in Part I Item 1A of the company’s Annual Report on Form 10-K for the year ended December 31, 2020 and its other filings with the Securities and Exchange Commission.

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