-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J6M8dlSEnOsTCqAYan+sRR5smNmBKAre1CmO7rP1300ZP3RlDQxmixAPfo87cM5l iptG7h2+mEQJH9QwF697MA== 0000950123-08-012218.txt : 20081006 0000950123-08-012218.hdr.sgml : 20081006 20081006172332 ACCESSION NUMBER: 0000950123-08-012218 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080930 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20081006 DATE AS OF CHANGE: 20081006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILB ROGAL & HOBBS CO CENTRAL INDEX KEY: 0000814898 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 541194795 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15981 FILM NUMBER: 081110490 BUSINESS ADDRESS: STREET 1: THE HILB, ROGAL AND HAMILTON BUILDING STREET 2: 4951 LAKE BROOK DRIVE, SUITE 500 CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8047476500 MAIL ADDRESS: STREET 1: P O BOX 1220 CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: HILB ROGAL & HAMILTON CO /VA/ DATE OF NAME CHANGE: 19920703 8-K 1 y71673e8vk.htm FORM 8-K 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): September 30, 2008
WILLIS HRH, INC.
(Exact name of registrant as specified in its charter)
         
0-15981
(Commission file numbers) 		  Virginia
(State or other jurisdiction
of incorporation) 		  54-1194795
(I.R.S. Employer Identification No.)
c/o Willis Group Holdings Limited
One World Financial Center
200 Liberty Street
New York, NY 10281
(Address of principal executive offices including zip code)
Registrant’s telephone number, including area code: (212) 915-8899
Hilb Rogal & Hobbs Company
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.02 Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Martin L. Vaughan, III and Michael Crowley
On September 30, 2008, Willis HRH, Inc. (f/k/a Hermes Acquisition Corp.) (the “Company”), a wholly-owned subsidiary of Willis Group Holdings Limited (“Willis”) entered into an employment agreement with Michael Crowley whereby, following the consummation of the merger between Hilb Rogal & Hobbs Company (“HRH”) and the Company (the “Merger”), pursuant to which the Company will be the surviving corporation, Mr. Crowley, who was the President and Chief Operating Officer of HRH prior to the Merger, will be employed as the President of the Company. Mr. Crowley also will serve on the executive committee of Willis (the “Executive Committee”). Additionally, on October 1, 2008, the Company entered into an employment agreement with Martin L. Vaughan, III whereby, following the consummation of the Merger, Mr. Vaughan, who was the Chairman and Chief Executive Officer of HRH, will be employed as the Vice Chairman of Willis and the Executive Vice President of the Company for a term of one year.
Pursuant to his employment agreement, Mr. Crowley will be paid a monthly salary of $45,833.33 as well as annual bonuses commensurate with other members of the Executive Committee who are regularly employed and reside within the United States (the “Peer Executives”). Mr. Crowley will be eligible to participate in those employee benefits and programs commensurate with the Peer Executives.
Mr. Vaughan’s employment agreement provides that he will be paid a monthly salary of $54,166.66 as well as a conditional bonus of $500,000 based on performance targets described in his employment agreement. If Mr. Vaughan does not attain such performance targets, any bonus paid to him will be at the Company’s sole discretion. Furthermore, Mr. Vaughan will be eligible to participate in those employee benefits and programs commensurate with similarly situated executives who are regularly employed and reside in the United States.
Each of Mr. Vaughan and Mr. Crowley will also be entitled to receive stock option incentives to purchase 50,000 shares of common stock of Willis under the Willis Partners Plan subject to the terms of the Willis Group Holdings Limited 2008 Share Purchase and Option Plan.
Each of their employment agreements contain standard provisions relating to termination of employment with entitlement to certain severance payments and/or benefits upon certain types of termination of employment. In addition, the employment agreements contain standard restrictive covenants such as confidentiality obligations and non-solicitation covenants. Lastly, each of Mr. Crowley and Mr. Vaughan’s employment agreements acknowledges certain payment obligations that are owed to them in connection with the Merger under their respective Amended and Restated Change of Control Employment Agreements, dated as of July 30, 2008.

 

 

SIGNATURE
Pursuant to the requirements 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.
         
  WILLIS HRH, INC.
 		  
  By:   /s/ Debra Enderle  
    Name:   Debra Enderle   
    Title:   Vice President   
 
Date: October 6, 2008

 

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