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WILLIS TOWERS WATSON PLC

For the period ended May 15, 2025. Filed Mar 28, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2025 · Filed Mar 28, 2025

WTW$328.86-2.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

Willis Towers Watson Public Limited Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2024 YEAR-END PROXY STATEMENT

Notice of Annual General Meeting of Shareholders

Date and Time:Thursday, May 15, 2025 at 8:00 a.m. IST. Registration begins at 7:30 a.m. IST.
Location:Carton House, Carton Demesne, Maynooth, Co. Kildare, W23 TD98, Ireland

We are pleased to invite you to join Willis Towers Watson Public Limited Company’s 2025 Annual General Meeting of Shareholders (the “AGM”).

Items of business:

Election of nine directors

Advisory (non-binding) vote to ratify the appointment of the independent auditors and binding vote to fix the independent auditors’ remuneration

Advisory (non-binding) vote to approve named executive officer compensation

Grant the Board authority to issue shares under Irish law

Grant the Board authority to opt out of statutory pre-emption rights under Irish law

Who can vote:

Only shareholders of record on March 17, 2025 are entitled to receive notice of, and to attend and vote at, the meeting and any adjournment or postponement of the meeting.

How to vote:

Shareholders may vote by mail, over the Internet, by telephone, or in person at the annual meeting. See “Additional Information — Information about the Proxy Materials and the 2025 AGM” in this Proxy Statement for more information.

Attending the meeting:

Shareholders entitled to attend and vote at the 2025 AGM may attend at Carton House, Carton Demesne, Maynooth, Co. Kildare, W23 TD98, Ireland.

We encourage our shareholders to vote by proxy prior to 4:59 a.m. IST on May 15, 2025. With respect to shares held through a Company employee share plan, shareholders must vote by proxy prior to 4:59 a.m. IST on May 11, 2025.

Shareholders who wish to attend the meeting in person should review “Additional Information — Information about the Proxy Materials and the 2025 AGM — What do I need in order to be admitted to the AGM?”, “How do I vote?” in this Proxy Statement. You will need proof of record or beneficial ownership of the Company’s ordinary shares as of that date in order to enter the meeting.

Date of mailing:

This Proxy Statement, the Company’s Annual Report on Form 10-K and the Irish Statutory Accounts are available at www.proxyvote.com. These materials were mailed or made available to shareholders on or about March 28, 2025.

Your vote is important. We urge you to participate in deciding the items on the agenda and to read this Proxy Statement and accompanying materials for additional information concerning the matters to be considered at this meeting. Shareholders present at the meeting will have an opportunity to ask questions regarding the Irish Statutory Accounts and related reports to the representatives of our independent auditors. The only matters that will be addressed at the AGM will be the items of business on the agenda included in this Proxy Statement.

On behalf of the Board of Directors,

Nicole Napolitano

General Counsel, Corporate Governance & Public Company;

Company Secretary

March 28, 2025

Important Notice Regarding the Availability of Proxy Materials for the Company’s AGM to be held on Thursday, May 15, 2025. This Proxy Statement, the Company’s Annual Report on Form 10-K and the Irish Statutory Accounts are available atwww.proxyvote.com.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

2024 YEAR-END PROXY STATEMENT

Table of Contents

Proxy Statement Highlightsi
Proposal No. 1:Elect Directors1
Corporate Governance16
Proposal No. 2:Advisory (Non-binding) Vote to Ratify the Appointment of Independent Auditors and a Binding Vote to Authorize the Board of Directors, Acting through the Audit Committee, to Fix the Independent Auditors’ Remuneration31
Proposal No. 3:Advisory (Non-binding) Vote on Named Executive Officer Compensation34
Executive Compensation: Compensation Discussion and Analysis35
Human Capital and Compensation Committee Report68
Human Capital and Compensation Committee Interlocks and Insider Participation68
Compensation Tables69
Proposal No. 4:Grant the Board Authority to Issue Shares under Irish Law105
Proposal No. 5:Grant the Board Authority to Opt Out of Statutory Pre-emption Rights under Irish Law106
Additional Information:107
Security Ownership of Certain Beneficial Owners and Management107
Incorporation by Reference109
Information about the Proxy Materials and the 2025 AGM109
Shareholder and Other Proposals for the 2026 AGM113
Disclaimer Regarding Forward-Looking Statements114

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 1

2024 YEAR-END PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.