Cushman & Wakefield Ltd 8-K, filed Dec 20, 2023
Cushman & Wakefield Ltd. (CWK)
About this 8-K
Cushman & Wakefield Ltd filed this 8-K on December 20, 2023, reporting on events of December 19, 2023.
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
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 19, 2023, Cushman & Wakefield plc (the “Company”) and Brett White reached an agreement regarding the terms of his continued service as Executive Chairman of the Board of Directors of the Company (the “Board”), effective as of January 1, 2024. Pursuant to an offer letter, dated December 19, 2023 (the “Offer Letter”), during his service on the Board as its Executive Chairman, Mr. White will receive annual cash compensation at a rate equivalent to $480,000 per year, less appropriate withholdings and deductions, in accordance with the Company’s regular payroll practices, and pro-rated for any partial year of service. In the event that Mr. White transitions from Executive Chairman of the Board to non-Executive Chairman and remains on the Board, he will be entitled to receive: (a) the same annual cash retainers for Board and committee service, as applicable, pro-rated for any partial year of service and a pro-rated annual equity award, in each case in such amounts and on such terms as are provided to the non-employee directors on the Board under the Company’s director compensation program, as in effect from time to time, the current terms of which are disclosed in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2023; (b) an additional cash retainer of $100,000 solely in respect of his service as non-Executive Chairman of the Board, pro-rated for any partial year of service; and (c) an additional pro-rated award of restricted stock units (“RSUs”) solely in respect of his service as non-Executive Chairman of the Board with a grant date value of $100,000, on terms consistent with those applicable to the annual RSU award granted to the non-employee directors on the Board under the Company’s director compensation program. In the event that Mr. White transitions from Executive Chairman of the Board to a non-employee director of the Board (and does not serve as its Chairman), Mr. White will be entitled to receive only the annual cash retainers for Board and committee service, as applicable, pro-rated for any partial year of service and a pro-rated annual equity award, in each case in such amounts and on such terms as are provided to the non-employee directors on the Board under the Company’s director compensation program. Except as set forth in the preceding sentences, Mr. White will not otherwise be eligible for any further base salary, annual bonus, severance benefits or other cash or equity incentive compensation.
Under the terms of the Offer Letter, Mr. White’s employment as Executive Chairman will remain at-will and may be terminated by either Mr. White or the Company at any time, with or without notice and for any or no reason. Upon a termination of his employment, Mr. White will not be entitled to any severance or termination pay or benefits (except as set forth in his previously executed equity award agreements). Notwithstanding any termination of Mr. White’s employment as Executive Chairman, the rights and obligations set forth in Section 1 of that certain Side Letter Agreement, dated as of December 31, 2021, by and among Mr. White, Cushman & Wakefield Global, Inc. and the Company, and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2022, will remain in full force and effect, and the Restrictive Covenants (as defined therein) will continue to apply to Mr. White as provided therein.
The foregoing summary of the Offer Letter does not purport to be complete and is qualified in its entirety by the text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| 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 December 19, 2023, from Cushman & Wakefield plc to Brett White. | |
| 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.
Date: December 20, 2023
| CUSHMAN & WAKEFIELD PLC | ||
| By: | /s/ Noelle J. Perkins | |
| Name: | Noelle J. Perkins | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
Exhibit 10.1
December 19, 2023
Brett White
Via email
Dear Brett:
This letter sets forth the terms of your continued service to Cushman & Wakefield plc (together with its subsidiaries, the “Company”) as Executive Chairman of the Board of Directors of the Company (the “Board”), effective as of January 1, 2024, pending full Board approval.
COMPENSATION1; EXPENSES
During your service on the Board as its Executive Chairman, the Company shall compensate you for your service at a rate equivalent to $480,000 per year, less appropriate withholdings and deductions, in accordance with the Company’s regular payroll practices, and pro-rated for any partial year of service. In the event you transition from Executive Chairman of the Board to non-Executive Chairman and remain on the Board, you shall be entitled to receive the following for your service as non-Executive Chairman: (a) the annual cash retainers for Board and committee service, as applicable, pro-rated for any partial year of service and a pro-rated annual equity award, in each case, in such amounts and on such terms as are provided to the non-employee directors of the Board under the Company’s director compensation program2, as in effect from time to time, (b) an additional annual cash retainer of $100,000 solely in respect of your service as non-Executive Chairman of the Board and pro-rated for any partial year of service, and (c) an additional pro-rated award of RSUs solely in respect of your service as non-Executive Chairman of the Board with a grant date value of $100,000, on terms consistent with those applicable to the annual RSU award granted to the non-employee directors of the Board under the Company’s non-employee director compensation program. Except as provided in this paragraph, you will not be eligible for any further base salary, annual bonus, severance benefits or other cash or equity incentive compensation.
In the event you transition from Executive Chairman of the Board to a non-employee director of the Board, you shall only be entitled to receive the annual cash retainers for Board and committee service, as applicable, pro-rated for any partial year of service and a pro-rated annual equity award, in each case, in such amounts and on such terms as are provided to the non-employee directors of the Board under the Company’s director compensation program, as in effect from time to time. Except as provided in this paragraph, you will not be eligible for any base salary, annual bonus, severance benefits or other cash or equity incentive compensation.
During your service to the Company, you will be reimbursed for all reasonable business expenses incurred by you in the course of performing your services to the Company, subject to the Company’s policies in effect from time to time.
EQUITY AWARDS
The equity awards described above are subject in all respects to approval by the Board and the terms and conditions of the applicable equity incentive plan and award agreement pursuant to which the awards are granted, which terms will govern and prevail. The Company reserves the right to change the terms of these awards and the applicable equity incentive plan in accordance with its terms.
STATUS; EMPLOYMENT AT-WILL
During your service on the Board as Executive Chairman, you will be considered an employee of the Company. At all times, your employment with the Company will remain at-will and may be terminated by either you or the Company at any time, with or without notice and for any or no reason (such date, the “Transition Date”). Immediately following the
| 1 | Appendix 1 summarizes the compensation for service as Executive Chairman and any potential transition to non-Executive Chairman or non-employee director. |
| 2 | Currently, the program provides for an annual cash retainer of $100,000 for service as a member of the Board and a pro-rated annual award of restricted stock units (“RSUs”) with a grant date value of $180,000. |
Transition Date, however, if you continue serving on the Board as a non-employee director (including as non-Executive Chairman), you will then be considered an independent contractor of the Company. At that time, you will be solely responsible for the payment of all applicable taxes that may result from any payments or benefits provided to you in connection with such service, and to the extent not paid by you, you will indemnify the Company for any taxes so assessed against the Company.
Upon a termination of your employment or service to the Company, you will not be entitled to any severance or termination pay or benefits (except for those certain limited benefits set forth in your 2022 and 2023 RSU agreements).
BENEFITS
During your service on the Board (whether during your period of service as Executive Chairman or otherwise), except for any vested benefits under any Company plans, you acknowledge and agree that you will not participate in general Company-provided employee benefits, including coverage under any health and welfare plan or participation in any 401(k) plan or other retirement plan, unless otherwise specifically determined by the Company or the administrator of the applicable plan or required by applicable law.
RESTRICTIVE COVENANTS
By executing this letter, you reaffirm, acknowledge and agree that regardless of any transition from Executive Chairman, the rights and obligations set forth in Section 1 of that certain Side Letter Agreement, dated as of December 31, 2021, by and among you, Cushman & Wakefield Global, Inc. and Cushman & Wakefield plc (the “Side Letter”), remain in full force and effect, and the Restrictive Covenants (as defined therein) shall continue to apply to you as provided therein. For the avoidance of doubt, the terms set forth in this paragraph supplement and are in addition to, and will not supersede, any other restrictive covenant obligation applicable to you.
No other agreements or representations with respect to the subject matter included in this letter have been made by you or the Company that are not expressly set forth in this letter, and this letter (and any document referenced herein, including the Side Letter) sets forth the entire understanding and agreement between you and the Company with respect to the subject matter included herein.
Your signature on this letter indicates your acknowledgment and acceptance of the provisions set forth above, which provisions supersede any prior discussions, arrangements, or agreements, including the Side Letter except as otherwise set forth above, between you and the Company (or any of its representatives), whether oral or written, and will be subject, in all respects, to the Company’s compensation, clawback and other relevant policies and/or plans applicable to you, as they may be in effect from time to time.
Please execute one copy of this letter and return it to me by December 29, 2023.
| Regards, |
| /s/ Noelle Perkins |
| Noelle Perkins, EVP, General Counsel & Secretary |
| Cushman & Wakefield |
| Acknowledged and Accepted: | ||||||||
| Signature: | /s/ Brett White | Date: 12.19.23 | ||||||
| Brett White | ||||||||
2
APPENDIX I
Breakdown of Compensation Upon a Transition
| Title |
Cash |
RSUs | ||
| Executive Chairman |
$480k (pro-rated): Compensation | N/A | ||
| Non-Executive Chairman |
$100k (pro-rated): Director Retainer $100k (pro-rated): Non-Exec. Chair Retainer |
$180k (pro-rated): Director RSUs $100k (pro-rated): Non-Exec. Chair RSUs | ||
| Non-Employee Director |
$100k (pro-rated) | $180k (pro-rated) |
3