Cushman & Wakefield Plans Redomiciliation from the UK to Bermuda

On March 28, 2025, Cushman & Wakefield plc announced via a Form 8-K filing with the U.S. Securities and Exchange Commission (SEC) that it intends to change the jurisdiction of incorporation of its parent holding company from England and Wales to Bermuda. This move, described as a “Redomiciliation,” is subject to shareholder approval and court confirmation under a UK scheme of arrangement.

The company emphasized that the move is not driven by tax strategy but by the desire to reduce the administrative costs and complexity of dual regulation in both the UK and the U.S. Additionally, the change would allow for a more flexible corporate structure aligned with Cushman & Wakefield’s largely U.S.-based investor base.

The Redomiciliation is expected to have minimal operational impact. The company’s shares will continue trading on the New York Stock Exchange under the ticker symbol “CWK,” and there will be no material changes to its management, operations, employee base, financial statements, or credit agreements. Its subsidiaries’ tax residency will remain unchanged.

Key benefits highlighted include:

- Reduced administrative burden and costs due to elimination of UK-specific financial reporting and governance requirements.
- Greater corporate governance flexibility under Bermuda law, including the ability to issue preference shares without shareholder approval and freedom from UK pre-emption rights.
- Enhanced capital management flexibility, such as no requirement for distributable reserves to authorize dividends or share buybacks.
- A corporate legal framework more familiar to U.S. investors.

A series of shareholder meetings, including court-ordered and general meetings, are planned to approve the proposed changes. A separate advisory vote will also be held regarding related governance provisions under Bermuda law.

If approved, the Redomiciliation is expected to be completed in the second half of 2025. The company has filed a preliminary proxy statement with the SEC and will distribute a definitive version ahead of the shareholder vote.

For more information, shareholders are advised to review the proxy statement once available on the SEC website and to contact Cushman & Wakefield’s investor relations team with any questions.