-----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, GgQf3vJPK+b4yrhLomQy+zebivoQrvhoQ7bFmF6HQfDdaIVF8GGiCEL409fyTkkL yuvVaTXae5OLDn80jN6isw== 0001157523-08-003612.txt : 20080501 0001157523-08-003612.hdr.sgml : 20080501 20080501172457 ACCESSION NUMBER: 0001157523-08-003612 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080430 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080501 DATE AS OF CHANGE: 20080501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIS GROUP HOLDINGS LTD CENTRAL INDEX KEY: 0001140536 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16503 FILM NUMBER: 08795756 BUSINESS ADDRESS: STREET 1: TEN TRINITY SQUARE CITY: LONDON ENGLAND STATE: X0 ZIP: 00000 BUSINESS PHONE: 0114402074 MAIL ADDRESS: STREET 1: TEN TRINITY SQUARE CITY: LONDON ENGLAND STATE: X0 ZIP: 00000 8-K 1 a5673287.htm WILLIS GROUP HOLDINGS LIMITED 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): April 30, 2008

Willis Group Holdings Limited

(Exact Name of Registrant as Specified in Its Charter)

Bermuda

(State or Other Jurisdiction of Incorporation)

001-16503

98-0352587

(Commission File Number)

(IRS Employer Identification No.)

c/o Willis Group Limited

Ten Trinity Square

London EC3P 3AX, England

(Address of Principal Executive Offices)

(44) (20) 7488-8111

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

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))


Item 5.02(d) Election of Directors

Willis Group Holdings Limited (the “Company”) has announced the appointment of Jeffrey B. Lane to its Board of Directors effective April 30, 2008. Mr. Lane will serve on the Board’s Corporate Compensation Committee.

Mr. Lane, age 66, is the Chairman and Chief Executive Officer of Bear Stearns Asset Management. He was previously Vice Chairman of Lehman Brothers, Co-Chairman of Lehman Brothers Asset Management and Alternatives Division, and Chairman of Neuberger Berman Inc. He has also held senior management positions with Travelers Group, including Vice Chairman of the company’s Smith Barney division, and with Shearson Lehman Brothers.

Mr. Lane serves as a Director of the North Shore/Long Island Jewish Health System and Chairman of its Finance Committee, and a Director of the National Academy of Finance.

Pursuant to the Company’s standard director compensation policy for non-employee directors, Mr. Lane will receive directors’ fees of $75,000 per annum. In addition, similar to the Company’s other directors, he will receive an award of Restricted Stock Units (RSUs) equivalent in value to $75,000. The RSUs will vest on the first anniversary of grant. Each director is required to hold shares of the Company, including vested share grant awards, equal to three times their annual fee of $75,000 within five years of their date of appointment. Each non-employee director is entitled to defer receipt of their fees in accordance with the Company’s non-employee Directors’ Deferred Compensation Plan.

Mr. Lane is the father of Ms. Elizabeth Tisch, a Senior Vice President of Willis of New York, Inc. Ms. Tisch’s annual compensation for 2007 was $381,646.50. Ms. Tisch has tendered her resignation which is intended to be effective June 30, 2008.

A copy of the press release announcing Mr. Lane’s appointment to the Board of Directors is furnished as Exhibit 99.1 to this Current Report on Form 8-K.



Item 9.01     Financial Statements and Exhibits.

         99.1       Press Release of Willis dated May 1, 2008



SIGNATURES

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 GROUP HOLDINGS LIMITED

 

 

Date:

April 30, 2008

 

By:

/s/ Adam G. Ciongoli

Name:

Adam G. Ciongoli

Title:

General Counsel

EX-99.1 2 a5673287ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Willis Group: Jeffrey Lane Named Director

NEW YORK--(BUSINESS WIRE)--Willis Group Holdings (NYSE: WSH), the global insurance broker, today announced that Jeffrey B. Lane has been named to its Board of Directors and will be a member of the Compensation Committee.

Lane brings more than 40 years of financial experience to Willis. He is Chairman and Chief Executive Officer of Bear Stearns Asset Management and was previously Vice Chairman of Lehman Brothers, Co-Chairman of Lehman Brothers Asset Management and Alternatives Division, and Chairman of Neuberger Berman Inc. He has also held senior management positions with Travelers Group, including Vice Chairman of the company’s Smith Barney division, and with Shearson Lehman Brothers.

Lane is a graduate of New York University and holds an MBA from the Columbia University Graduate School of Business. He is a Director of the North Shore/Long Island Jewish Health System and Chairman of its Finance Committee, and a Director of the National Academy of Finance.

“I am thrilled to have Jeff join our Board,” said Joe Plumeri, Chairman and CEO of Willis, “He has had a stellar career in the financial services world and his experience will be a true asset for us.”

The addition of Lane to Willis’ Board of Directors brings the total number to 12 members.

Willis Group Holdings Limited is a leading global insurance broker, developing and delivering professional insurance, reinsurance, risk management, financial and human resource consulting and actuarial services to corporations, public entities and institutions around the world. Willis has more than 300 offices in some 100 countries, with a global team of approximately 16,000 Associates serving clients in some 190 countries. Additional information on Willis may be found at www.willis.com.

CONTACT:
Willis Group Holdings
Investors:
Kerry K. Calaiaro, +1 212-915-8084
kerry.calaiaro@willis.com
or
Media:
Valerie Di Maria, +1 212-915-8272
valerie.dimaria@willis.com

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