| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 11, 2021, the Board of Directors (the “Board”) of Cushman & Wakefield plc (the “Company”) approved an employment agreement (the “Agreement”) by and among the Company, Cushman & Wakefield Debenham Tie Leung Limited and John Forrester, who will assume the role of Chief Executive Officer of the Company on January 1, 2022, as previously announced. The Agreement is intended to supersede Mr. Forrester’s existing employment agreement, which was entered into on December 31, 2018.
The Agreement provides that Mr. Forrester’s employment as Chief Executive Officer of the Company will commence on January 1, 2022 and terminate on a date mutually agreed upon by Mr. Forrester and the Board. The Agreement provides that Mr. Forrester shall be eligible to receive an annual cash bonus with a target amount equal to £1,542,000 and shall receive, in the Board’s discretion, annual restricted stock unit grants (“RSUs”) with a target grant date fair value of $5,100,000 each year during which Mr. Forrester remains employed with the Company as Chief Executive Officer, subject to Mr. Forrester’s continued employment with the Company on the grant date. The RSUs awarded to Mr. Forrester in his capacity as Chief Executive Officer shall vest over a three-year period, with 50% of such RSUs also subject to performance-based vesting conditions.
The Agreement provides that if Mr. Forrester is terminated by the Company without Cause, or if Mr. Forrester resigns with Good Reason (as such terms are defined in the Agreement) (either event, a “Qualifying Termination”), then Mr. Forrester shall be entitled to receive payment of one and one-half times his then-current base salary for a period of 18 months following the termination date (the “Severance Period”). Following a Qualifying Termination, Mr. Forrester is also entitled to receive his target bonus for the fiscal year in which the Qualifying Termination occurred, as well as certain benefits during the Severance Period. The Agreement also provides that upon a Qualifying Termination, (a) with respect to Mr. Forrester’s time-vesting RSUs that are unvested as of the Qualifying Termination, all continued employment requirements shall be deemed to have been satisfied and such RSUs shall remain outstanding and eligible to be settled in accordance with their regularly-scheduled vesting and settlement schedule and (b) Mr. Forrester’s unvested performance-vesting RSUs shall remain outstanding and eligible to vest in accordance with their applicable vesting terms and any continued employment requirement shall be deemed to have been satisfied with respect to such RSUs. Additionally, the Agreement provides that upon Mr. Forrester’s Retirement (as defined in the Agreement), if the Board has approved the Retirement, then any outstanding RSUs will be treated as described above with respect to a Qualifying Termination.
This summary of the Agreement does not purport to be complete and is qualified in its entirety by the text of the Agreement, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
The following exhibits are filed as part of this report:
Forward-Looking Statements
This report on Form 8-K contains forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “projects,” “forecasts,” “shall,” “contemplates” or the negative version of those words or other comparable
