Cushman & Wakefield Ltd 8-K, filed Feb 28, 2020
Cushman & Wakefield Ltd. (CWK)
About this 8-K
Cushman & Wakefield Ltd filed this 8-K on February 28, 2020, reporting on events of February 27, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
| |
|
| ||
| (State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. employer identification number) |
(Address of principal executive offices) (Zip Code)
(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 | ||
| |
|
|
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. |
Chief Operating Officer Appointment and Resignation as Director
On February 28, 2020, the Company announced that it appointed director Michelle MacKay to serve as its Chief Operating Officer. Ms. MacKay will commence her new employment with the Company on April 6, 2020. In connection with this appointment, Ms. MacKay will resign from the Company’s board of directors effective April 6, 2020.
Prior to joining the Company, Ms. MacKay most recently 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. Ms. MacKay holds a B.A. from the University of Connecticut and a M.B.A. from the University of Hartford.
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 appointment as Chief Operating Officer, the Company expects to enter into a customary offer letter with Ms. MacKay which will provide for an annual base salary of $600,000. Ms. MacKay will be eligible for an annual cash incentive award of $900,000 based upon achievement of corporate or individual performance goals as determined by the Company’s board of directors. In addition, Ms. MacKay will receive long-term equity incentive grants consisting of: (i) $1,320,000 in time-vesting restricted stock units (“RSUs”) vesting over a period of four years and (ii) $880,000 in performance-vesting RSUs vesting over a period of three years. 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.
A copy of a press release announcing Ms. MacKay’s new role 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 | |||
| 99.1 |
||||
| 104 |
The cover page from Mondelēz International, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). | |||
Cautionary Note on Forward-Looking Statements
This Current Report on Form 8-K contains 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 and changes in global economic or market conditions and changes in government policies, laws, regulations and practices. 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 report, including the possibility that recipients may lose a material portion of the amounts invested. While Cushman & Wakefield believes the assumptions underlying these forward-looking statements are reasonable under current circumstances, recipients should bear in mind that such assumptions are inherently uncertain and subjective and that past or projected performance is not necessarily indicative of future results. No representation or warranty, express or implied, is made as to the accuracy or completeness of the information contained in this report, and nothing shall be relied upon as a promise or representation as to the performance of any investment. You are cautioned not to place undue reliance on such forward-looking statements or other information in this report and should rely on your own assessment of an investment or a transaction. Any estimates or projections as to events that may occur in the future are based upon the best and current judgment of Cushman & Wakefield as actual results may vary from the projections and such variations may be material. Any forward-looking statements speak only as of the date of this report 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 the company’s results is discussed under “Risk Factors” in Part I Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2019.
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: February 28, 2020
| CUSHMAN & WAKEFIELD PLC | ||
| By: |
/s/ Brett Soloway | |
| Name: |
Brett Soloway | |
| Title: |
Executive Vice President, General Counsel and Corporate Secretary | |
Exhibit 99.1
Michelle M. MacKay will join Cushman & Wakefield as Chief Operating Officer
CHICAGO, February 28, 2020 – Cushman & Wakefield (NYSE: CWK) announced today that Michelle M. MacKay will join the firm as Chief Operating Officer (COO), stepping down from her role on the firm’s Board of Directors, effective April 6, 2020.
In this newly created role, MacKay will be directly involved in the formulation and execution of company strategy. In addition, she will oversee the functions of Research, Information Technology, Marketing, Communications, Human Resources and Legal.
“As we further refine our global operations to make our business more nimble and agile, Michelle brings to Cushman & Wakefield diversity of thought, with an emphasis on change and innovation,” said Brett White, Executive Chairman & CEO. “Michelle’s leadership skills and focus on inclusion, in combination with her people-first approach, make her a powerful addition to our global management team.”
An accomplished leader in real estate finance, MacKay joined Cushman & Wakefield’s Board of Directors in 2018. She was most recently a Senior Advisor to iStar, an investment REIT that finances, invests in and develops real estate and real estate related projects. During her 15-year career at iStar, she served as Executive Vice President of Investments, Head of Capital Markets and was one of the key contributors to the growth of iStar from a $6 billion to a $16 billion corporation. Prior to iStar, Michelle came from UBS, where she was an Executive Director in commercial real estate and a senior member of the Commercial Real Estate Investment Committee. Before UBS, she held roles at Chase Bank and The Hartford Insurance Company’s investment arm HIMCO.
“As a member of the Board of Directors, I have witnessed firsthand the strength of the global management team,” added MacKay. “I am excited to be part of the ongoing evolution of Cushman & Wakefield, looking to the future of real estate with insight and foresight for our clients and employees.”
MacKay holds an MBA from the University of Hartford and a Bachelor of Arts from the University of Connecticut.
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 53,000 employees in 400 offices and 60 countries. In 2019, the firm had revenue of $8.8 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.