| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On May 22, 2024, Willis Towers Watson Public Limited Company (the “Company”) held its 2024 Annual General Meeting of Shareholders (the “2024 AGM”). Proxies for the 2024 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 91,841,782 ordinary shares (representing approximately 89.81% of 102,257,774 ordinary shares outstanding and entitled to vote as of March 25, 2024, the record date for the 2024 AGM) were present in person or by proxy, constituted a quorum for the transaction of business, and were voted at the 2024 AGM. As described below, the Company’s shareholders approved each of the proposals considered at the 2024 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 2024 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 |
|
87,527,910 |
|
194,540 |
|
66,286 |
|
4,053,046 |
| Fumbi Chima |
|
86,843,548 |
|
880,815 |
|
64,373 |
|
4,053,046 |
| Stephen Chipman |
|
87,524,863 |
|
191,684 |
|
72,189 |
|
4,053,046 |
| Michael Hammond |
|
87,459,541 |
|
260,487 |
|
68,708 |
|
4,053,046 |
| Carl Hess |
|
83,812,467 |
|
3,910,459 |
|
65,810 |
|
4,053,046 |
| Jacqueline Hunt |
|
86,745,892 |
|
971,348 |
|
71,496 |
|
4,053,046 |
| Paul Reilly |
|
86,659,094 |
|
1,057,256 |
|
72,386 |
|
4,053,046 |
| Michelle Swanback |
|
86,516,328 |
|
1,204,566 |
|
67,842 |
|
4,053,046 |
| Paul Thomas |
|
83,661,442 |
|
4,062,088 |
|
65,206 |
|
4,053,046 |
| Fredric Tomczyk |
|
86,712,220 |
|
1,004,042 |
|
72,474 |
|
4,053,046 |
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, acting through the Audit and Risk Committee, to fix the independent auditors’ remuneration. Of the shares voted, 91,717,077 voted in favor, 64,427 voted against and 60,278 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 2024 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, 78,725,921 voted in favor, 8,959,473 voted against, 103,342 abstained and there were 4,053,046 broker non-votes.
The shareholders approved the renewal of the directors’ existing authority to issue shares under Irish law up to approximately 20% of the Company’s issued ordinary share capital. Of the shares voted, 90,769,425 voted in favor, 996,157 voted against and 76,200 abstained.
The shareholders approved the renewal of the directors’ existing authority to opt out of statutory pre-emption rights under Irish law for rights issues and, separately, for issuances up to approximately 10% of the Company’s issued ordinary share capital. Of the shares voted, 90,578,724 voted in favor, 1,183,038 voted against and 80,020 abstained.