UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 28, 2021, each of Anna Catalano, Wendy Lane and Wilhelm Zeller provided notice to Willis Towers Watson Public Limited Company (the “Company”) that they had definitively concluded that they will not be standing for re-election to the Board of Directors (the “Board”) at the 2022 Annual General Meeting of Shareholders (“AGM”). As previously announced in November, Victor Ganzi had given notice that he will not be standing for re-election to the Board at the 2022 AGM. There is no disagreement between the Company and any of these directors on any matter relating to the Company’s operations, policies or practices. Each director has decided not to stand for re-election in light of other commitments and in furtherance of the previously announced Board refreshment plan, pursuant to which three new directors will join the Board on January 1, 2022 and a fourth new director will join the Board on April 1, 2022.
The Board has also appointed Paul Thomas to serve as the next Non-Executive Chair of the Board, succeeding Victor Ganzi at the conclusion of his term at the 2022 AGM. Mr. Thomas’ term will commence at the conclusion of the 2022 AGM and will continue until the conclusion of the 2023 AGM.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 30, 2021 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | |||||
| By: | /s/ Matthew Furman | |||||
| Matthew Furman | ||||||
| General Counsel | ||||||
Document and Entity Information |
Dec. 28, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | WILLIS TOWERS WATSON PLC |
| Amendment Flag | false |
| Entity Central Index Key | 0001140536 |
| Document Type | 8-K |
| Document Period End Date | Dec. 28, 2021 |
| Entity Incorporation State Country Code | L2 |
| Entity File Number | 001-16503 |
| Entity Tax Identification Number | 98-0352587 |
| Entity Address, Address Line One | c/o Willis Group Limited |
| Entity Address, Address Line Two | 51 Lime Street |
| Entity Address, City or Town | London |
| Entity Address, Postal Zip Code | EC3M 7DQ |
| Entity Address, Country | GB |
| City Area Code | (011) (44)-(20) |
| Local Phone Number | 3124-6000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Ordinary Shares, nominal value $0.000304635 per share |
| Trading Symbol | WLTW |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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