01—Abstract
Summary
Summary of the 8-K filed May 24, 2024. Cited figures are marked; the original filing is the authoritative source.
Willis Towers Watson Public Limited Company held its 2024 Annual General Meeting of Shareholders on May 22, 2024, with 91,841,782 ordinary shares, representing approximately 89.81%a of the 102,257,774 shares outstanding and entitled to vote as of the March 25, 2024 record date, present in person or by proxy.
Shareholders elected all ten director nominees, including Dame Inga Beale, Fumbi Chima, Stephen Chipman, Michael Hammond, Carl Hess, Jacqueline Hunt, Paul Reilly, Michelle Swanback, Paul Thomas and Fredric Tomczyk, each to serve until the next annual general meeting or until a successor is elected and qualified. Shareholders ratified, on an advisory basis, the selection of Deloitte & Touche LLP as auditor of the financial statements and Deloitte Ireland LLP as auditor of the Irish Statutory Accounts, and authorized the Board, acting through the Audit and Risk Committee, to fix the auditors' remuneration in a binding vote. Shareholders also approved, on an advisory non-binding basis, the compensation of the named executive officers as disclosed in the 2024 proxy statement, with 78,725,921 votes for and 8,959,473 against.
Shareholders approved three Irish-law director authorities: renewal of the authority to issue shares up to approximately 20%b of issued ordinary share capital, renewal of the authority to opt out of statutory pre-emption rights for rights issues, and a separate renewal of that opt-out for issuances up to approximately 10% of issued ordinary share capital. The filing reports vote counts for each item but does not describe further transactions or financial results.
02—Key points
Key Highlights
- Annual General Meeting held May 22, 2024; 91,841,782 ordinary shares (approximately 89.81% of 102,257,774 outstanding and entitled to vote) were present or represented, constituting a quorum.
- All ten director nominees were elected, with Carl Hess (83,812,467 for; 3,910,459 against) and Paul Thomas (83,661,442 for; 4,062,088 against) receiving the most against votes.
- Deloitte & Touche LLP and Deloitte Ireland LLP were ratified as auditors, with 91,717,077 shares voting in favor of the auditor selection.
- Named executive officer compensation was approved on an advisory basis, with 78,725,921 votes for, 8,959,473 against, and 103,342 abstentions.
- Directors' authority to issue shares under Irish law up to approximately 20% of issued ordinary share capital was renewed (90,769,425 for; 996,157 against).
- Directors' authority to opt out of statutory pre-emption rights was renewed for rights issues and separately for issuances up to approximately 10% of issued ordinary share capital (90,578,724 for; 1,183,038 against).
- Broker non-votes totaled 4,053,046 on director elections and the say-on-pay proposal.
03—Questions
Frequently Asked Questions
How many shareholders participated in the 2024 Annual General Meeting?
A total of 91,841,782 ordinary shares, representing approximately 89.81% of the 102,257,774 ordinary shares outstanding and entitled to vote as of the March 25, 2024 record date, were present in person or by proxy and voted at the meeting.
Were all director nominees elected?
Yes. Shareholders elected all ten director nominees, each to serve until the next annual general meeting or until a successor is elected and qualified. Carl Hess and Paul Thomas received the highest numbers of votes against, at 3,910,459 and 4,062,088 respectively.
Which auditors were ratified and what was the vote?
Shareholders ratified, on an advisory non-binding basis, Deloitte & Touche LLP as auditor of the financial statements and Deloitte Ireland LLP as auditor of the Irish Statutory Accounts. Of the shares voted, 91,717,077 voted in favor, 64,427 against and 60,278 abstained. The Board, acting through the Audit and Risk Committee, was also authorized in a binding vote to fix the auditors' remuneration.
Did shareholders approve executive compensation?
Yes. Shareholders approved, on an advisory non-binding basis, the compensation of the named executive officers as disclosed in the 2024 proxy statement. Of the shares voted, 78,725,921 voted in favor, 8,959,473 against, 103,342 abstained, and there were 4,053,046 broker non-votes.
What share issuance and pre-emption authorities did shareholders renew?
Shareholders renewed the directors' authority to issue shares under Irish law up to approximately 20% of issued ordinary share capital (90,769,425 for, 996,157 against, 76,200 abstained). They also renewed the authority to opt out of statutory pre-emption rights for rights issues and, separately, for issuances up to approximately 10% of issued ordinary share capital (90,578,724 for, 1,183,038 against, 80,020 abstained).
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