UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 17, 2004
Willis Group Holdings Limited
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(Exact Name of Registrant as Specified in Its Charter)
Bermuda
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(State or Other Jurisdiction of Incorporation)
001-16503 98-0352587
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(Commission File Number) (IRS Employer Identification No.)
c/o Willis Group Limited
Ten Trinity Square
London EC3P 3AX, England
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(Address of Principal Executive Offices)
(44) (20) 7488-8111
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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 (see General Instruction A.2. below):
|_| 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))
Item 1.01. Entry into a Material Definitive Agreement.
On December 17, 2004, the Company's Board of Directors adopted the Willis
Group Holdings Limited 2004 Bonus and Stock Plan (the "Bonus and Stock Plan").
The Bonus and Stock Plan is a sub-plan of the 2001 Share Purchase and Option
Plan (the "2001 Plan") which provides for the grant of options to purchase our
Shares and restricted Shares and other Share-based grants to any of the
Company's employees (including members of our Board of Directors who are
employees). Members of our Board of Directors who are not employees of the
Company may not receive awards under the 2001 Plan. Mr. Plumeri, our chairman
and chief executive officer, as well as our other executive officers currently
participate with our employees in the 2001 Plan.
The Bonus and Stock Plan provides for awards of restricted stock units (the
"Award") which are simply a promise by the Company to deliver, on the third
anniversary of the grant of an Award (the "Vesting Date"), Shares equal to the
Award. The Awards are subject to the risk of forfeiture prior to the Vesting
Date. Awards may be granted in lieu of cash for a percentage of employee bonuses
above a certain threshold amount. The Award is determined in accordance with a
formula based on the employee's eligible bonus and the quoted market price of
the Share at the date of the Award. Our Board of Directors and the Compensation
Committee administer the Bonus and Stock Plan, including, without limitation,
the determination of the employees to whom Awards will be made, the number of
Shares subject to each Award and the various terms of those Awards.
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 GROUP HOLDINGS LIMITED
Date: December 22, 2004 By: /s/ Mary E. Caiazzo
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Name: Mary E. Caiazzo
Title: Assistant General Counsel