DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

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   Soliciting Material Pursuant to §240.14a-12

Willis Towers Watson Public Limited Company

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on June 10, 2016.

 

     

 

Meeting Information

  WILLIS TOWERS WATSON PUBLIC LIMITED        
  COMPANY     Meeting Type:        Annual General Meeting
 
     

For holders as of:   April 15, 2016

 
      Date:    June 10, 2016         Time: 9:00 A.M. Eastern Time
   
      Location:   New York, New York
       
       
       
 

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

200 LIBERTY STREET

NEW YORK, NEW YORK 10281

   

 

You are receiving this communication because you hold shares in the company named above.

LOGO       This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
      We encourage you to access and review all of the important information contained in the proxy materials before voting.
       
     

 

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

       


— Before You Vote —

How to Access the Proxy Materials

 

     

 

Proxy Materials Available to VIEW or RECEIVE:

   
   

 

ANNUAL REPORT

  NOTICE AND PROXY STATEMENT  

 

IRISH STATUTORY ACCOUNTS

   
   

 

How to View Online:

     
   

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

   
   

 

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If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

   
     

 

1) BY INTERNET:

 

 

www.proxyvote.com

   
     

 

2) BY TELEPHONE:

 

 

1-800-579-1639

   
     

 

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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 27, 2016 to facilitate timely delivery.

 

   
  — How To Vote —
 

Please Choose One of the Following Voting Methods

 

LOGO      

 

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

   
   

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

   
     

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

   


        Voting Items                     

 

The Board of Directors recommends you vote FOR

the following:

1.    Election of Directors
  

1a.

 

1b.

 

1c.

 

1d.

 

1e.

 

1f.

 

1g.

 

1h.

 

1i.

 

1j.

 

1k.

 

1l.

  

Dominic Casserley

 

Anna C. Catalano

 

Victor F. Ganzi

 

John J. Haley

 

Wendy E. Lane

 

James F. McCann

 

Brendan R. O’Neill

 

Jaymin Patel

 

Linda D. Rabbitt

 

Paul Thomas

 

Jeffrey W. Ubben

 

Wilhelm Zeller

     
     
     
     
     
     
     
     
     
     
LOGO      

The Board of Directors recommends you vote FOR proposals 2, 3, 4, 5, 6 and 7.

 

2. To ratify, on an advisory basis, the reappointment of Deloitte LLP as independent auditor until the close of the next Annual General Meeting of Shareholders and authorize in a binding vote the Board of Directors, acting through the Audit and Risk Committee, to fix the auditor’s remuneration.

 

3. To approve, on an advisory basis, the named executive officer compensation.

 

4. To approve an amendment and restatement of the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan, including to increase the number of authorized shares under the 2012 Plan and approve material terms under Code Section 162(m).

 

5. To approve an amendment to the Willis Towers Watson Public Limited Company Amended and Restated 2010 North American Employee Stock Purchase Plan, including to increase the number of authorized shares under the ESPP.

 

6. To renew the Board’s authority to issue shares under Irish law.

 

7. To renew the Board’s authority to opt out of statutory pre-emption rights under Irish law.

NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.

 


        
        
        

 

 

 

LOGO