UNITED STATES
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CURRENT REPORT
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| Item 8.01 | Other Events. |
On February 6, 2023, the Human Capital and Compensation Committee (the “Committee”) of the Board of Directors of Willis Towers Watson Public Limited Company (the “Company”) modified the three-year performance targets of the outstanding performance-based restricted share unit (“PSU”) awards granted under its long-term incentive compensation program that was approved in February 2022, which changes were ratified by the Board. These targets were modified in consideration of the Company’s previously disclosed recast of its 2024 financial targets in light of the completion of the Company’s divestiture of its Russian subsidiaries. There were no other changes to the awards. Therefore, the 2022 PSU award payouts will be based on a sliding scale, with a 100% (target) payout if the recast 2024 financial targets for Adjusted Operating Margin, Adjusted Net Revenue and Adjusted Earnings Per Share are achieved (with payouts adjusted for greater or lesser performance). Additionally, the Committee determined, and the Board agreed, that because the financial performance measures used in the 2022 short-term incentive compensation (the “2022 STI”) program (i.e., Adjusted Net Revenue and Adjusted Operating Income), are calculated on an organic basis to exclude the impact of acquisitions and divestitures, it was appropriate for the targets and actual results under the 2022 STI program to reflect the Russian divestiture. Overall, these changes are intended to align the Company’s incentive compensation targets and payouts, as applicable, with how management views the Company’s financial performance following the completion of the divestiture of the Russian business, which was not anticipated when the targets were previously set.
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.
| Date: February 8, 2023 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | |||||
| By: | /s/ Matthew Furman | |||||
| Name: | Matthew Furman | |||||
| Title: | General Counsel | |||||