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): August 16, 2021

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 and Wales

(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))

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	WLTW	NASDAQ Global Select Market

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 August 16, 2021, Willis Towers Watson Public Limited Company (“Willis Towers Watson”) announced that its Board of Directors has appointed Carl Hess as President of Willis Towers Watson, effective immediately, and to succeed John Haley as Chief Executive Officer of Willis Towers Watson, effective January 1, 2022. The Company’s Board of Directors has not yet determined Mr Hess’s compensation as Chief Executive Officer. Mr. Hess has previously served as head of Willis Towers Watson’s Investment, Risk and Reinsurance segment since January 2016.

Item 7.01 Regulation FD.

Willis Towers Watson also issued a press release relating to Mr. Hess’s appointments, which is being furnished as Exhibit 99.1 hereto. The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated August 16, 2021, announcing the appointment of Carl Hess as President and Chief Executive Officer.
104	Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

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 TOWERS WATSON PUBLIC LIMITED COMPANY
		(Registrant)
Date: August 16, 2021
	By:	/s/ Neil D. Falis
	Name:	Neil D. Falis
	Title:	Deputy Company Secretary

3

EX-99.1

Exhibit 99.1

Press       Release	Willis Towers Watson selects Carl Hess as President and Future CEO
	ARLINGTON, VA, August 16, 2021 – Willis Towers Watson (NASDAQ: WLTW), a leading global advisory, broking and solutions company, today announced that its board of directors has unanimously selected Carl Hess as the company’s new president and next chief executive officer (CEO). Hess, who currently serves as Willis Towers Watson’s Head of Investment, Risk and Reinsurance business segment, will immediately assume the president role and succeed John Haley, upon his retirement, as CEO on January 1, 2022.
	“Following a thorough, multi-year succession planning process, including input from a third-party consultant to assess the experience and attributes of potential internal and external candidates, the Board is confident Carl is the right person to guide the company forward,” said Victor Ganzi, Chairman. “Carl is an exceptional leader with a strong track record of delivering results, depth of experience and understanding across Willis Towers Watson’s various businesses and a proven ability to bring together and motivate colleagues across the company to deliver value for clients and shareholders. We look forward to his continued contributions as president and future CEO. On behalf of the Board, I want to thank John for his years of thoughtful leadership and continued guidance during this transition.”
	Haley added, “Carl has played a key role in the evolution and growth of Willis Towers Watson through his diverse leadership roles across our business segments and geographies. I’m confident that with his leadership, Willis Towers Watson will continue to offer a compelling colleague experience, innovate and adapt to address client needs, deliver significant value for our shareholders and better the communities in which we live and work.”
	“I’m honored by the opportunity to lead this exceptional company of talented, resilient and dedicated colleagues,” said Hess. “I am excited to fulfill our purpose for the benefit of our clients and all of our stakeholders: to create clarity and confidence today for a more sustainable tomorrow. Thanks to John’s leadership, Willis Towers Watson is well positioned to compete vigorously across our businesses around the world. I look forward to working together to ensure a smooth transition over the next several months.”
	Hess began his career at the company in 1989 and has held diverse leadership positions spanning business segment and geography roles. Prior to his current role, Hess served as co-leader of North America at Willis Towers Watson and before that, managing director, the Americas, of Towers Watson. He served as the managing director of Towers Watson’s Investment business since January 2010 and also worked in a variety of roles for over 20 years at Watson Wyatt, lastly as global practice director of Watson Wyatt’s Investment business. Hess is a Fellow of the Society of Actuaries and the Conference of Consulting Actuaries, and a Chartered Enterprise Risk Analyst. He has a B.A. cum laude in logic and language from Yale University.
	As previously announced, Willis Towers Watson will host an Investor Day on September 9, 2021. Specific details for this event will be announced at a later date.

Press       Release	About Willis Towers Watson
	Willis Towers Watson (NASDAQ: WLTW) is a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. With roots dating to 1828, Willis Towers Watson has 45,000 employees serving more than 140 countries and markets. We design and deliver solutions that manage risk, optimize benefits, cultivate talent, and expand the power of capital to protect and strengthen institutions and individuals. Our unique perspective allows us to see the critical intersections between talent, assets and ideas — the dynamic formula that drives business performance. Together, we unlock potential. Learn more at willistowerswatson.com.
	PR Contact:
	Miles Russell
	Miles.russell@willistowerswatson.com
	+44 (0) 7903262118
	Investor Relations Contact:
	Claudia De La Hoz
	Claudiadelahoz@willistowerswatson.com
	+1 215 246 6221
	Forward-Looking Statements
	This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements and other forward-looking statements in this document by words such as “may”, “will”, “would”, “expect”, “anticipate”, “believe”, “estimate”, “plan”, “intend”, “continue”, or similar words, expressions or the negative of such terms or other comparable terminology. These statements include, but are not limited to, statements regarding future leadership transitions, the company’s future results, plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Willis Towers Watson’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.
	Factors that could cause actual results to differ from those set forth in the forward-looking statements are identified under “Risk Factors” and elsewhere in Willis Towers Watson’s most recent Annual Report on Form 10-K and in subsequent quarterly reports filed with the SEC.
	You should not rely upon forward-looking statements as predictions of future events because these statements are based on assumptions that may not come true and are speculative by their nature. Willis Towers Watson does not undertake an obligation to update any of the forward-looking information included in this document, whether as a result of new information, future events, changed expectations or otherwise.

XML

Document and Entity Information	Aug. 16, 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	Aug. 16, 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, Address Line Three	England and Wales
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