8-K
WILLIS TOWERS WATSON PLC false 0001140536 0001140536 2021-12-28 2021-12-28

 

 

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): December 28, 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 December 28, 2021, each of Anna Catalano, Wendy Lane and Wilhelm Zeller provided notice to Willis Towers Watson Public Limited Company (the “Company”) that they had definitively concluded that they will not be standing for re-election to the Board of Directors (the “Board”) at the 2022 Annual General Meeting of Shareholders (“AGM”). As previously announced in November, Victor Ganzi had given notice that he will not be standing for re-election to the Board at the 2022 AGM. There is no disagreement between the Company and any of these directors on any matter relating to the Company’s operations, policies or practices. Each director has decided not to stand for re-election in light of other commitments and in furtherance of the previously announced Board refreshment plan, pursuant to which three new directors will join the Board on January 1, 2022 and a fourth new director will join the Board on April 1, 2022.

The Board has also appointed Paul Thomas to serve as the next Non-Executive Chair of the Board, succeeding Victor Ganzi at the conclusion of his term at the 2022 AGM. Mr. Thomas’ term will commence at the conclusion of the 2022 AGM and will continue until the conclusion of the 2023 AGM.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.   

Description

104    Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)


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: December 30, 2021         

WILLIS TOWERS WATSON

PUBLIC LIMITED COMPANY

    By:  

/s/ Matthew Furman

      Matthew Furman
      General Counsel