Sector: Real Estate
CUSHMAN AND WAKEFIELD LTD · Meeting: May 14, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Ms. McLean has served since 2018 and brings deep real estate industry expertise as CEO of EDENS; CWK's 3-year stock return of +23% trails the company-disclosed peer group median (+55.7%) by only 32.7 percentage points, which is below the 50-point threshold required to trigger a vote against under the strong-positive-TSR tier, so no performance-based concern applies.
Mr. Wennes joined the board in August 2025, which is less than 24 months ago, so he is fully exempt from the stock-performance trigger under policy; he brings relevant financial expertise from leading a major bank and overseeing a large real estate portfolio.
Ms. Williamson has served since 2018 and chairs the Audit Committee; CWK's 3-year stock return of +23% trails the peer group median by only 32.7 percentage points, below the 50-point trigger threshold, and her CPA credentials and Big Four background make her well-qualified to lead the audit committee.
All three nominees pass policy screens: the TSR underperformance trigger does not fire because CWK's 3-year return of +23% (strong-positive tier) would require a gap of at least 50 percentage points versus the peer group median to trigger a vote against, and the actual gap is only 32.7 percentage points; Mr. Wennes is additionally exempt as a director appointed within the past 24 months; no overboarding, attendance, independence, or qualifications concerns were identified for any nominee.
CEO
MICHELLE MACKAY
Total Comp
$9,469,699
Prior Support
98.6%%
CEO total compensation of approximately $9.5 million is reasonable for a Real Estate sector company with a $2.9 billion market cap, and prior-year shareholder support was an overwhelming 98.6%, well above the 70% threshold that would require a response. The pay program is well-structured with roughly 87% of CEO pay coming from variable components — a $2.5 million annual cash incentive (paid at 100% of target, reflecting actual Compensation EBITDA performance within the target range) and $5.7 million in stock awards split 50/50 between time-vesting and performance-based shares tied to multi-year Adjusted EPS and relative total shareholder return — and the company has a meaningful clawback policy that exceeds minimum regulatory requirements. The pay-for-performance alignment is acceptable: while CWK's 3-year stock return lagged the peer group median, variable pay was not above benchmark in a way that conflicts with this performance, and the 2023 performance stock awards paid out at 178% of target based on genuine achievement of free cash flow and cost efficiency goals over a verified three-year period.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$8,891,000
Non-Audit Fees
$997,000
Non-audit fees (audit-related fees of $765,000 plus tax fees of $232,000 = $997,000) represent approximately 11.2% of core audit fees ($8,891,000), which is well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; KPMG is a Big Four firm appropriate for a company of CWK's size and complexity.
The 2026 Cushman & Wakefield annual meeting ballot presents four proposals: all three director nominees pass policy screens because the company's 3-year stock return, while lagging the peer group, does not meet the 50-percentage-point threshold required to trigger a vote against in the strong-positive-TSR tier; KPMG's non-audit fees are well within acceptable limits and no other auditor concerns apply; and the Say on Pay program earns support given its strong performance-linkage structure, near-unanimous prior-year shareholder approval, and a clawback policy that exceeds legal requirements. The equity plan approval (Proposal 4) falls outside the scope of this policy and no determination is made on that item.
15 companies disclosed in 2026 proxy filing
