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Form 144 notice for Cushman & Wakefield plc (CWK) reports a proposed sale of 6,800 common shares through Fidelity Brokerage Services with an aggregate market value of $108,936.00, to be sold on or about 09/05/2025 on the NYSE. The filing states total shares outstanding of 231,527,014. The shares were acquired as restricted stock vesting: 4,755 shares vested on 05/05/2022 and 2,045 shares vested on 05/05/2023, both received as compensation. The filer reports nothing to report for securities sold in the past three months and certifies they are not aware of undisclosed material adverse information about the issuer.
Cushman & Wakefield proposes to redomicile the company to Bermuda through a court-sanctioned Scheme of Arrangement that would cancel existing shares and issue one New Cushman & Wakefield Share for each Cushman & Wakefield Share at the Scheme Record Time. The proposal requires Court Meeting approval by a majority in number representing at least 75% in value of shares present and voting and passage of several Scheme Resolutions at a General Meeting. Key conditions include regulatory and governmental approvals across jurisdictions (including FIRB, FCA, AMF, and NSIA where relevant), NYSE authorization for listing the New Shares, court sanction and registration steps, and there being no legal injunctions at the Effective Date. The corporate governance changes include phased board declassification over three years, adoption of New Cushman & Wakefield bye-laws, authorization to issue preference shares, dual audited financial statements under two accounting standards, and procedural provisions for shareholders in restricted jurisdictions. The company states the redomiciliation is not tax-driven and subsidiaries’ tax residence will not change.
Cushman & Wakefield (CWK) asks shareholders to approve a redomiciliation of its parent entity from England & Wales to Bermuda via a Court-sanctioned scheme of arrangement. The re-registration would eliminate dual U.K./U.S. reporting and is expected to save more than US$3 million per year in administrative, accounting, tax and legal costs, offsetting an estimated one-time cost of ~US$4 million within 12-18 months. CWK will remain listed on the NYSE under ticker “CWK”, with no change to operating subsidiaries’ tax residence or day-to-day activities.
After investor feedback, the company revised governance terms: 1) board declassification phased in over three years; 2) shareholders may remove directors at any time; 3) super-majority voting to amend bylaws or approve business combinations is eliminated; and 4) the board pledges not to issue preference shares for anti-takeover purposes without shareholder approval.
Implementation requires: (i) Court Meeting approval by a majority in number representing ≥75 % in value of votes cast; (ii) four special resolutions (also ≥75 %) at a General Meeting; (iii) subsequent Court sanction; and (iv) customary regulatory clearances. A separate, non-binding Shareholders Meeting will poll investors on the governance changes. Upon effectiveness, CWK shares will be exchanged 1-for-1 for shares of the new Bermuda company. Failure to secure any required approval—or discretionary withdrawal by the board—would terminate the transaction.
On 22 July 2025 Vaughan Nelson Investment Management, L.P. and its parent Vaughan Nelson Investment Management, Inc. filed Amendment No. 2 to Schedule 13G disclosing a passive ownership position in Cushman & Wakefield plc (CWK).
The firms report beneficial ownership of 13,312,527 common shares, representing 5.75 % of CWK’s outstanding stock as of 30 June 2025. They hold sole voting power over 11,381,979 shares, sole dispositive power over 12,156,514 shares, and shared dispositive power over 1,156,013 shares. No other single client exceeds the 5 % threshold.
The filing is made under Rule 13d-1(b), confirming the shares were acquired in the ordinary course of business with no intent to influence control. Vaughan Nelson is classified as both an investment adviser (IA) and a parent holding company (HC).
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