UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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:
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Securities registered pursuant to Section 12(b) of the Act:
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 11, 2021, Willis Towers Watson Public Limited Company (the “Company”) held the 2021 Annual General Meeting of Shareholders (the “2021 AGM”). Proxies for the 2021 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 105,926,200 ordinary shares (representing approximately 82.13 % of 128,971,611 ordinary shares outstanding and entitled to vote as of March 11, 2021, the record date for the 2021 AGM) were present in person or by proxy, constituted a quorum for the transaction of business, and were voted at the 2021 AGM. As described below, the Company’s shareholders approved each of the proposals considered at the 2021 AGM.
The shareholders elected each of the director nominees, who are named in the table below, to serve as directors 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 | ||||
| Anna C. Catalano |
92,931,205 | 2,118,508 | 862,378 | 10,014,109 | ||||
| Victor F. Ganzi |
93,240,183 | 1,791,041 | 880,867 | 10,014,109 | ||||
| John J. Haley |
94,198,734 | 812,926 | 900,431 | 10,014,109 | ||||
| Wendy E. Lane |
93,620,288 | 1,429,638 | 862,165 | 10,014,109 | ||||
| Brendan R. O’Neill |
94,209,554 | 824,013 | 878,524 | 10,014,109 | ||||
| Jaymin B. Patel |
93,070,845 | 1,972,534 | 868,712 | 10,014,109 | ||||
| Linda D. Rabbitt |
94,215,917 | 832,203 | 863,971 | 10,014,109 | ||||
| Paul D. Thomas |
94,187,194 | 846,393 | 878,504 | 10,014,109 | ||||
| Wilhelm Zeller |
94,179,389 | 850,459 | 882,243 | 10,014,109 |
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 Committee, to fix the independent auditors’ remuneration. Of the shares voted, 103,266,376 voted in favor, 1,795,600 voted against and 864,224 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 2021 AGM in accordance with the 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, 91,126,696 voted in favor, 3,870,201 voted against, 915,194 abstained and there were 10,014,109 broker non-votes.
The shareholders approved the renewal of the directors’ existing authority to issue shares under Irish law up to approximately 33% of the Company’s issued ordinary share capital. Of the shares voted, 103,617,556 voted in favor, 1,433,398 voted against and 875,246 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, 104,110,964 voted in favor, 933,423 voted against and 881,813 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 12, 2021 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |
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| By: | /s/ Matthew Furman |
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| Matthew Furman | ||||||||
| General Counsel | ||||||||
Document and Entity Information |
May 11, 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 | May 11, 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, Address Line Three | London |
| Entity Address, Postal Zip Code | EC3M 7DQ |
| Entity Address, Country | GB |
| Entity Address, City or Town | and Wales |
| 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 | WLTW |
| Security Exchange Name | NASDAQ |