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    SEC Form 8-K filed by Willis Towers Watson Public Limited Company

    3/3/25 12:23:44 PM ET
    $WTW
    Specialty Insurers
    Finance
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    8-K
    WILLIS TOWERS WATSON PLC false 0001140536 0001140536 2025-02-25 2025-02-25

     

     

    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): February 25, 2025

     

     

    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

    (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    WTW   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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    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 February 25, 2025, Paul Thomas, the current Non-Executive Chair of the Board of Directors (the “Board”) of Willis Towers Watson Public Limited Company (the “Company”), informed the Board that he intends to retire at the end of his current term and will not stand for reelection at the Company’s 2025 Annual Meeting of Stockholders (“AGM”). Mr. Thomas’s retirement is not a result of any disagreement with the Company.

    The Board has selected Paul Reilly, an independent director of the Board, to become the Non-Executive Chair of the Board effective as of the conclusion of the 2025 AGM, subject to his re-election. Mr. Reilly has been an independent director of the Board since October 2022.

    On March 3, 2025, the Company announced the retirement of Mr. Thomas and the selection of Mr. Reilly as the next Non-Executive Chair of the Board. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.


    Item 9.01

    Financial Statements and Exhibits.

    (d) Exhibits

     

    Exhibit
    Number
      

    Description

    99.1    Press release, dated March 3, 2025, announcing Mr. Paul Thomas’s retirement from the Board
    104    Cover Page Interactive Data File (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: March 3, 2025  

    WILLIS TOWERS WATSON

    PUBLIC LIMITED COMPANY

        By:  

    /s/ Matthew Furman

          Matthew Furman
          General Counsel
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