As filed with the Securities and Exchange Commission on May 16, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CUSHMAN & WAKEFIELD plc
(Exact name of registrant as specified in its charter)
| England and Wales | 98-1193584 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 125 Old Broad Street London, United Kingdom |
EC2N 1AR | |
| (Address of Principal Executive Offices) | (Zip Code) | |
THIRD AMENDED & RESTATED
2018 OMNIBUS MANAGEMENT SHARE AND CASH INCENTIVE PLAN
(Full title of the plan)
Noelle J. Perkins
Executive Vice President, Chief Legal Officer & Secretary
Cushman & Wakefield
225 West Wacker Drive
Chicago, Illinois 60606
(Name and address of agent for service)
(312) 470-1800
(Telephone number, including area code, of agent for service)
Copies to:
Robert M. Hayward, P.C.
Katie J. Holahan
Kirkland & Ellis LLP
333 West Wolf Point Plaza
Chicago, Illinois 60654
(312) 862-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On May 15, 2025, the shareholders of Cushman & Wakefield plc (the “Registrant”) approved the Third Amended & Restated 2018 Omnibus Management Share and Cash Incentive Plan (the “Plan”) in order to: increase the number of ordinary shares, $0.10 nominal value per share (the “Ordinary Shares”), reserved for issuance under the Plan by 3,800,000; and extend the scheduled expiration date of the Plan from May 16, 2034 to May 15, 2035.
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purposes of registering an additional 3,800,000 Ordinary Shares of the Registrant under the Plan, which have been authorized and reserved for issuance under the Plan and include Ordinary Shares that may again become available for delivery with respect to awards under the Plan pursuant to share counting and other terms and conditions of the Plan.
In accordance with General Instruction E to Form S-8, the registration statements on Form S-8 relating to the Plan and previously filed with the Securities and Exchange Commission (the “Commission”) on August 16, 2018 (File No. 333-226875), January 27, 2022 (File No. 333-262372) and May 16, 2024 (File No. 333-279455) are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which previously have been filed by the Registrant with the Commission, are incorporated herein by reference and made a part hereof:
| 1. | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Commission on February 21, 2025, which incorporates by reference certain portions of the Registrant’s Definitive Proxy Statement for the Registrant’s 2025 Annual General Meeting of Shareholders filed with the Commission on April 4, 2025; |
| 2. | The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Commission on April 29, 2025; |
| 3. | The Registrant’s Current Reports on Form 8-K filed with the Commission on January 22, 2025, March 28, 2025 and May 16, 2025. (excluding any portions of such reports that were “furnished” rather than “filed”); and |
| 4. | The description of the Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38611), filed with the Commission on July 30, 2018. |
All other reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents.
For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into this Registration Statement:
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 16, 2025.
| CUSHMAN & WAKEFIELD plc | ||||
| By: | /s/ Michelle MacKay | |||
| Name: | Michelle MacKay | |||
| Title | Chief Executive Officer | |||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each officer and director of Cushman & Wakefield plc whose signature appears below constitutes and appoints Michelle MacKay, Neil Johnston and Noelle J. Perkins, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments including any post-effective amendments and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Name | Title | Date | ||
| /s/ Michelle MacKay Michelle MacKay |
Director and Chief Executive Officer (Principal Executive Officer and Authorized Representative in the United States) |
May 16, 2025 | ||
| /s/ Neil Johnston Neil Johnston |
Chief Financial Officer (Principal Financial Officer) |
May 16, 2025 | ||
| /s/ Laurida Sayed Laurida Sayed |
Chief Accounting Officer (Principal Accounting Officer) |
May 16, 2025 | ||
| /s/ Michelle Felman Michelle Felman |
Director | May 16, 2025 | ||
| /s/ Jodie McLean Jodie McLean |
Director | May 16, 2025 | ||
| /s/ Jennifer J. McPeek Jennifer J. McPeek |
Director | May 16, 2025 | ||
| /s/ Angela Sun Angela Sun |
Director | May 16, 2025 | ||
| /s/ Rajesh Vennam Rajesh Vennam |
Director | May 16, 2025 | ||
| /s/ Brett White Brett White |
Director and Non-Executive Chairman | May 16, 2025 | ||
| /s/ Billie Williamson Billie Williamson |
Lead Director | May 16, 2025 | ||