WILLIS TOWERS WATSON PLC
For the period ended May 22, 2024. Filed Apr 4, 2024.
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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 22, 2024 · Filed Apr 4, 2024
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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
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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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 |
Notice of Annual General Meeting of Shareholders
| Date and Time: | Wednesday, May 22, 2024 at 8:00 a.m. IST. Registration begins at 7:30 a.m. IST. |
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| Location: | The College Green Hotel, Westmoreland St, Dublin, D02 HR67, Ireland |
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We are pleased to invite you to join Willis Towers Watson Public Limited Company’s 2024 Annual General Meeting of Shareholders (the “AGM”).
Items of business:
| 1) | Election of ten directors |
| 2) | Advisory (non-binding) vote to ratify the appointment of the independent auditors and binding vote to fix the independent auditors’ remuneration |
| 3) | Advisory (non-binding) vote to approve named executive officer compensation |
| 4) | Renewal of the Board’s existing authority to issue shares under Irish law |
| 5) | Renewal of the Board’s existing authority to opt out of statutory pre-emption rights under Irish law |
Who can vote:
| • | Only shareholders of record on March 25, 2024 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 2024 AGM” in this Proxy Statement for more information. |
Attending the meeting:
| • | Shareholders entitled to attend and vote at the 2024 AGM may attend at The College Green Hotel, Westmoreland St, Dublin, Ireland. |
| • | As in previous years, the Company will be holding a physical meeting for its 2024 AGM. We encourage our shareholders to vote by proxy prior to 4:59 a.m. IST on May 22, 2024. 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 18, 2024. |
| • | Shareholders who wish to attend the meeting in person should review “Additional Information — Information about the Proxy Materials and the 2024 AGM — What do I need in order to be admitted to the AGM?”, “How may I attend the meeting?” 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 April 4, 2024. |
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
April 4, 2024
Important Notice Regarding the Availability of Proxy Materials for the Company’s AGM to be held on May 22, 2024. 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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.