8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 22, 2024

Willis Towers Watson Public Limited Company

(Exact name of registrant as specified in its charter)

Ireland	001-16503	98-0352587
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Willis Group Limited, 51 Lime Street, London, EC3M 7DQ, England

(Address, including Zip Code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (011) 44-20-3124-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, nominal value $0.000304635 per share	WTW	NASDAQ Global Select Market

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 22, 2024, Willis Towers Watson Public Limited Company (the “Company”) held its 2024 Annual General Meeting of Shareholders (the “2024 AGM”). Proxies for the 2024 AGM were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitation.

A total of 91,841,782 ordinary shares (representing approximately 89.81% of 102,257,774 ordinary shares outstanding and entitled to vote as of March 25, 2024, the record date for the 2024 AGM) were present in person or by proxy, constituted a quorum for the transaction of business, and were voted at the 2024 AGM. As described below, the Company’s shareholders approved each of the proposals considered at the 2024 AGM.

The shareholders elected each of the director nominees, who are named in the table below, to serve as directors effective as of the date of the 2024 AGM until the next annual general meeting of shareholders or until his/her successor is elected and qualified. The table below sets forth the number of votes cast for and against each director, as well as abstentions and broker non-votes:

DIRECTOR	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Dame Inga Beale	87,527,910	194,540	66,286	4,053,046
Fumbi Chima	86,843,548	880,815	64,373	4,053,046
Stephen Chipman	87,524,863	191,684	72,189	4,053,046
Michael Hammond	87,459,541	260,487	68,708	4,053,046
Carl Hess	83,812,467	3,910,459	65,810	4,053,046
Jacqueline Hunt	86,745,892	971,348	71,496	4,053,046
Paul Reilly	86,659,094	1,057,256	72,386	4,053,046
Michelle Swanback	86,516,328	1,204,566	67,842	4,053,046
Paul Thomas	83,661,442	4,062,088	65,206	4,053,046
Fredric Tomczyk	86,712,220	1,004,042	72,474	4,053,046

The shareholders ratified, on an advisory, non-binding basis, the selection of (i) Deloitte & Touche LLP to audit the Company’s financial statements and (ii) Deloitte Ireland LLP to audit the Company’s Irish Statutory Accounts, and authorized, in a binding vote, the Company’s Board of Directors, acting through the Audit and Risk Committee, to fix the independent auditors’ remuneration. Of the shares voted, 91,717,077 voted in favor, 64,427 voted against and 60,278 abstained.

The shareholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement for the 2024 AGM in accordance with the U.S. Securities and Exchange Commission’s rules, including the “Compensation Discussion and Analysis,” the “Summary Compensation” table and the related tables and disclosure. Of the shares voted, 78,725,921 voted in favor, 8,959,473 voted against, 103,342 abstained and there were 4,053,046 broker non-votes.

The shareholders approved the renewal of the directors’ existing authority to issue shares under Irish law up to approximately 20% of the Company’s issued ordinary share capital. Of the shares voted, 90,769,425 voted in favor, 996,157 voted against and 76,200 abstained.

The shareholders approved the renewal of the directors’ existing authority to opt out of statutory pre-emption rights under Irish law for rights issues and, separately, for issuances up to approximately 10% of the Company’s issued ordinary share capital. Of the shares voted, 90,578,724 voted in favor, 1,183,038 voted against and 80,020 abstained.

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: May 24, 2024	WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
	By:	/s/ Matthew Furman
		Matthew Furman
		General Counsel

XML

Document and Entity Information	May 22, 2024
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	May 22, 2024
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)
Local Phone Number	44-20-3124-6000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Ordinary Shares, nominal value $0.000304635 per share
Trading Symbol	WTW
Security Exchange Name	NASDAQ