01—Abstract
Summary
Summary of the 10-K/A filed April 26, 2013. Cited figures are marked; the original filing is the authoritative source.
This Amendment No. 1 to the Form 10-K for fiscal year 2012 of Willis Group Holdings plc was filed solely to add Part III information (Items 10 through 14) that the company had omitted from its original 10-K filed February 28, 2013, under General Instruction G(3).
The filing states that the company does not intend to file a definitive proxy statement within the 120-day window, so this amendment supplies the director, executive compensation, beneficial ownership, related-party and auditor fee disclosures. It does not update other disclosures in the original report. The governance disclosures show a leadership transition.
Dominic Casserley became Chief Executive Officer on January 7, 2013, succeeding Joseph Plumeri, who resigned as CEO on January 6, 2013 and will retire as Chairman on July 7, 2013. James McCann is set to succeed Plumeri as non-executive Chairman, and Jeffrey W. Ubben, founder and CEO of ValueAct Capital, is nominated for election to the Board.
The filing reports that ValueAct beneficially owned 16,500,000 shares, or 9.5%a. Directors Joseph Califano and Jeffrey Lane will not stand for re-election at the 2013 annual meeting. The Board also amended its governance policies in 2012 and adopted new executive share ownership guidelines.
Compensation disclosures report that 2012 reported EPS was ($2.58b) and Adjusted EPS was $2.58, while reported operating margin was (6.0%) and Adjusted Operating Margin was 21.6%. Say-on-pay support fell to approximately 54% from 94% the prior year, prompting shareholder outreach and changes to incentive metrics for 2013.
Plumeri's 2012 annual incentive was $905,963,c and Casserley's package includes a $1,000,000 base salary, a 225% target annual incentive, and a $1,500,000 transition award. Auditor fees to Deloitte LLP totaled $8,319 thousand for 2012, versus $7,486 thousand for 2011.
02—Key points
Key Highlights
- Filed solely to add Part III information (Items 10-14) omitted from the original 10-K filed February 28, 2013, because no definitive proxy statement is planned within 120 days of fiscal year-end
- Dominic Casserley became CEO on January 7, 2013, succeeding Joseph Plumeri, who resigned as CEO on January 6, 2013 and will retire as Chairman on July 7, 2013
- Reported 2012 EPS was ($2.58) versus Adjusted EPS of $2.58; reported operating margin was (6.0%) versus Adjusted Operating Margin of 21.6%
- Shareholder say-on-pay approval fell to approximately 54% in 2012 from 94% in 2011, prompting outreach to investors representing over 40% of outstanding shares and revisions to 2013 incentive metrics
- ValueAct Capital beneficially owned 16,500,000 shares, or 9.5%, and Jeffrey W. Ubben, its founder and CEO, is nominated for election to the Board under an April 25, 2013 Nomination Agreement
- James McCann is to become non-executive Chairman effective July 8, 2013; Joseph Califano and Jeffrey Lane will not stand for re-election at the 2013 annual meeting
- Deloitte LLP total fees were $8,319 thousand for 2012 versus $7,486 thousand for 2011, with audit fees of $6,942 thousand
03—One dollar
04—Financials
Financial Highlights
Figures from 10-K/AFY2012filed April 26, 2013Financial Statements
FY2012 against FY2011
| Line item | FY2012FY2011 | Change |
|---|---|---|
| Revenue | $3.48B$3.45B | +1.0% |
| Operating Expenses | $3.71B$2.88B | +28.6% |
| Operating Income | -$225.00M$566.00M | −139.8% |
| Interest Expense | $128.00M$156.00M | −17.9% |
| Net Income | -$446.00M$204.00M | −318.6% |
| EPS (Basic) | $-2.58$1.18 | −318.6% |
| EPS (Diluted) | $-2.58$1.16 | −322.4% |
| Shares Outstanding (Basic) | 173.00M173.00M | 0.0% |
| Shares Outstanding (Diluted) | 173.00M176.00M | −1.7% |
05—Questions
Frequently Asked Questions
Why was this amendment filed?
The company omitted Part III information from its original Form 10-K under General Instruction G(3) and states it does not intend to file a definitive proxy statement within the 120-day period, so it is filing this amendment to include that information. The amendment does not update other disclosures in the original report.
Who leads the company and who will chair the Board?
Dominic Casserley has been Group CEO since January 7, 2013. Joseph Plumeri resigned as CEO on January 6, 2013 and will retire as Chairman on July 7, 2013. The Board appointed James F. McCann to serve as non-executive Chairman effective July 8, 2013.
How did shareholders respond to 2012 executive pay?
At the 2012 Annual General Meeting, about 54% of votes (72,159,795) supported named executive officer compensation, down from 94% the prior year. Management conducted outreach to shareholders, and the Board adopted changes including new 2013 incentive metrics (organic commissions and fees growth, Adjusted EBITDA and Adjusted EBIT), a prohibition on margin accounts and share pledging, and revised share ownership guidelines.
What are the terms of the new CEO's compensation?
Casserley's agreement provides a $1,000,000 base salary, an annual incentive target of 225% of base salary with a 400% maximum, an annual long-term incentive award of 525% of base salary at target, and a $1,500,000 employment commencement transition award payable after one year of service, of which 50% is repayable if he resigns without good reason before two years.
Who is ValueAct and what is its relationship with the company?
ValueAct Capital beneficially owned 16,500,000 shares, or 9.5%, based on its Schedule 13D/A filed March 1, 2013. On April 25, 2013, the Company entered into a Nomination Agreement with ValueAct under which the Board agreed to nominate Jeffrey W. Ubben, ValueAct's founder and CEO, for election at the 2013 Annual General Meeting.
06—Continue