UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 15, 2025, Willis Towers Watson Public Limited Company (the “Company”) held its 2025 Annual General Meeting of Shareholders (the “2025 AGM”). Proxies for the 2025 AGM were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitation.
A total of 91,297,609 ordinary shares (representing approximately 91.86% of 99,380,821 ordinary shares outstanding and entitled to vote as of March 17, 2025, the record date for the 2025 AGM) were present in person or by proxy, constituted a quorum for the transaction of business, and were voted at the 2025 AGM. As described below, the Company’s shareholders approved each of the proposals considered at the 2025 AGM.
The shareholders elected each of the director nominees, who are named in the table below, to serve as directors effective as of the date of the 2025 AGM until the next annual general meeting of shareholders or until his/her successor is elected and qualified. The table below sets forth the number of votes cast for and against each director, as well as abstentions and broker non-votes:
| DIRECTOR | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||
| Dame Inga Beale |
87,947,729 | 35,854 | 94,564 | 3,219,462 | ||||||||||||
| Fumbi Chima |
87,344,527 | 626,465 | 107,155 | 3,219,462 | ||||||||||||
| Stephen Chipman |
87,931,952 | 27,670 | 118,525 | 3,219,462 | ||||||||||||
| Michael Hammond |
87,803,983 | 169,183 | 104,981 | 3,219,462 | ||||||||||||
| Carl Hess |
87,947,616 | 33,661 | 96,870 | 3,219,462 | ||||||||||||
| Jacqueline Hunt |
87,556,378 | 366,763 | 155,006 | 3,219,462 | ||||||||||||
| Paul Reilly |
85,172,746 | 2,712,870 | 192,531 | 3,219,462 | ||||||||||||
| Michelle Swanback |
87,172,603 | 799,968 | 105,576 | 3,219,462 | ||||||||||||
| Fredric Tomczyk |
87,487,578 | 479,915 | 110,654 | 3,219,462 | ||||||||||||
The shareholders ratified, on an advisory, non-binding basis, the selection of (i) Deloitte & Touche LLP to audit the Company’s financial statements and (ii) Deloitte Ireland LLP to audit the Company’s Irish Statutory Accounts, and authorized, in a binding vote, the Company’s Board of Directors (the “Board”), acting through the Audit Committee, to fix the independent auditors’ remuneration. Of the shares voted, 90,980,273 voted in favor, 221,835 voted against and 95,501 abstained.
The shareholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement for the 2025 AGM in accordance with the U.S. Securities and Exchange Commission’s rules, including the “Compensation Discussion and Analysis,” the “Summary Compensation” table and the related tables and disclosure. Of the shares voted, 85,731,288 voted in favor, 2,038,927 voted against, 307,932 abstained and there were 3,219,462 broker non-votes.
The shareholders approved the grant of authority to the Board to issue shares under Irish law, up to approximately 20% of the Company’s issued ordinary share capital. Of the shares voted, 87,038,634 voted in favor, 959,731 voted against and 79,782 abstained.
The shareholders approved the grant of authority to the Board to opt out of statutory pre-emption rights under Irish law, for rights issues and, separately, for issuances up to approximately 20% of the Company’s issued ordinary share capital. Of the shares voted, 85,859,854 voted in favor, 2,134,299 voted against and 83,994 abstained.
| Item 8.01 | Other Events |
As previously disclosed in the Company’s Proxy Statement for the 2025 AGM, effective as of the conclusion of the 2025 AGM, Paul Thomas retired from the Board and Paul Reilly succeeded him as the non-executive Chair of the Board.
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: May 20, 2025 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | |||||
| By: | /s/ Matthew Furman | |||||
| Matthew Furman | ||||||
| General Counsel | ||||||