01—Abstract
Summary
Summary of the 8-K filed May 20, 2025. Cited figures are marked; the original filing is the authoritative source.
Willis Towers Watson Public Limited Company held its 2025 Annual General Meeting of Shareholders on May 15, 2025, with 91,297,609 ordinary shares, about 91.86%a of the 99,380,821 shares outstanding and entitled to vote as of the March 17, 2025 record date, present in person or by proxy.
Shareholders elected all nine director nominees, ratified Deloitte & Touche LLP as auditor and Deloitte Ireland LLP for the Irish Statutory Accounts, and approved the advisory say-on-pay vote on named executive officer compensation, with 85,731,288 votes in favor and 2,038,927 against. Shareholders also approved the Board's authority to issue shares under Irish law of up to about 20%b of issued ordinary share capital, and authority to opt out of statutory pre-emption rights for rights issues and for issuances up to about 20%. As previously disclosed in the proxy statement, Paul Thomas retired from the Board at the conclusion of the 2025 AGM, and Paul Reilly succeeded him as non-executive Chair of the Board.
Reilly received 85,172,746 votes for and 2,712,870 against among director votes, the lowest support of the nominees in the filing alongside Michelle Swanback and Fumbi Chima, whose votes for were 87,172,603 and 87,344,527 respectively. For investors, the meeting produced routine outcomes with broad shareholder support for directors, auditors and executive pay, and a leadership transition at the Board chair level. The filing does not describe any new strategic, financial, or operational developments.
02—Key points
Key Highlights
- Shareholders elected all nine director nominees, including Paul Reilly, who became non-executive Chair of the Board effective at the conclusion of the 2025 AGM.
- Paul Thomas retired from the Board at the conclusion of the 2025 AGM, as previously disclosed in the proxy statement.
- Shareholders ratified Deloitte & Touche LLP as auditor (advisory) and authorized the Board, acting through the Audit Committee, to fix auditor remuneration, with 90,980,273 votes in favor.
- Shareholders approved the named executive officer compensation on an advisory basis, with 85,731,288 votes in favor and 2,038,927 against, plus 3,219,462 broker non-votes.
- Shareholders approved the Board's authority to issue shares under Irish law of up to approximately 20% of issued ordinary share capital (87,038,634 for, 959,731 against).
- Shareholders approved authority for the Board to opt out of statutory pre-emption rights under Irish law for rights issues and for issuances up to approximately 20% of issued ordinary share capital (85,859,854 for, 2,134,299 against).
- Approximately 91.86% of the 99,380,821 ordinary shares entitled to vote were represented, constituting a quorum.
03—Questions
Frequently Asked Questions
How many shares were represented at the 2025 Annual General Meeting?
A total of 91,297,609 ordinary shares, representing approximately 91.86% of the 99,380,821 ordinary shares outstanding and entitled to vote as of the March 17, 2025 record date, were present in person or by proxy.
Did shareholders support the election of all director nominees?
Yes. All nine director nominees were elected. Support ranged from 85,172,746 votes for Paul Reilly to 87,947,729 votes for Dame Inga Beale, with broker non-votes of 3,219,462 for each director.
Who is the new Chair of the Board?
Paul Reilly succeeded Paul Thomas as non-executive Chair of the Board effective as of the conclusion of the 2025 AGM, as previously disclosed in the proxy statement.
How did shareholders vote on executive compensation?
Shareholders approved the named executive officer compensation on an advisory, non-binding basis, with 85,731,288 votes in favor, 2,038,927 against, 307,932 abstentions and 3,219,462 broker non-votes.
What share issuance and pre-emption authorities were approved?
Shareholders approved the Board's authority to issue shares under Irish law up to approximately 20% of issued ordinary share capital, and authority to opt out of statutory pre-emption rights for rights issues and, separately, for issuances up to approximately 20% of issued ordinary share capital.
04—Continue