01—Abstract
Summary
Summary of the 8-K filed May 21, 2026. Cited figures are marked; the original filing is the authoritative source.
Willis Towers Watson Public Limited Company filed this Form 8-K on May 21, 2026 to report the results of its 2026 Annual General Meeting of Shareholders, held May 20, 2026.
Holders of 87,424,851 ordinary shares, about 92.8%a of the 94,203,101 shares outstanding and entitled to vote as of the March 23, 2026 record date, were present in person or by proxy, which constituted a quorum. No solicitation in opposition to the company's proxy solicitation was reported. Shareholders elected all nine director nominees, including Dame Inga Beale, Fumbi Chima, Stephen Chipman, Michael Hammond, Carl Hess, Jacqueline Hunt, Paul Reilly, Michelle Swanback and Fredric Tomczyk.
Paul Reilly drew the most against votes at 2,611,803. Shareholders also ratified Deloitte & Touche LLP as auditor and Deloitte Ireland LLP for the Irish Statutory Accounts, with 87,044,110 votes in favor, and gave an advisory, non-binding approval of named executive officer compensation, with 82,052,852 votes in favor and 2,326,840 against.
Shareholders also renewed the Board's authority to issue shares under Irish law up to approximately 20%b of issued ordinary share capital, and renewed its authority to opt out of statutory pre-emption rights for rights issues and, separately, for issuances up to approximately 20%. In addition, they approved the Amended and Restated Employee Share Purchase Plan, including an increase in the number of shares authorized for issuance under the plan.
02—Key points
Key Highlights
- Annual General Meeting held May 20, 2026, with 87,424,851 ordinary shares present or represented, about 92.8% of the 94,203,101 shares outstanding and entitled to vote as of the March 23, 2026 record date.
- All nine director nominees were elected, with Paul Reilly receiving the highest number of against votes at 2,611,803.
- Deloitte & Touche LLP was ratified as independent auditor, with 87,044,110 votes in favor, and the Audit Committee was authorized to fix auditor remuneration.
- Named executive officer compensation was approved on an advisory basis, with 82,052,852 votes in favor, 2,326,840 against and 180,587 abstentions.
- The Board's authority to issue shares up to approximately 20% of issued ordinary share capital under Irish law was renewed, with 83,640,750 votes in favor.
- The Board's authority to opt out of statutory pre-emption rights was renewed for rights issues and, separately, for issuances up to approximately 20% of issued ordinary share capital, with 81,285,555 votes in favor.
- The Amended and Restated Employee Share Purchase Plan was approved, including an increase in the shares authorized for issuance, with 84,432,048 votes in favor.
03—Questions
Frequently Asked Questions
How many shareholders participated in the 2026 Annual General Meeting?
Ordinary shares totaling 87,424,851, representing about 92.8% of the 94,203,101 shares outstanding and entitled to vote as of the March 23, 2026 record date, were present in person or by proxy and voted at the meeting. This was sufficient to constitute a quorum.
Were all director nominees elected?
Yes. Shareholders elected all nine director nominees to serve until the next annual general meeting or until their successors are elected and qualified. Paul Reilly received the most against votes, at 2,611,803, while Stephen Chipman received the most for votes, at 84,452,422.
Did shareholders approve the executive compensation proposal?
Yes. The advisory, non-binding vote on named executive officer compensation passed with 82,052,852 votes in favor, 2,326,840 against, 180,587 abstentions and 2,864,572 broker non-votes.
What did shareholders decide about the Employee Share Purchase Plan?
Shareholders approved the Amended and Restated Employee Share Purchase Plan, including an increase in the number of shares authorized for issuance under the plan, with 84,432,048 votes in favor, 75,143 against, 53,088 abstentions and 2,864,572 broker non-votes. The plan is included as Exhibit 10.1 to this report by incorporation by reference to Exhibit A of the definitive proxy statement filed March 27, 2026.
Which auditors did shareholders ratify?
Shareholders ratified, on an advisory, non-binding basis, Deloitte & Touche LLP to audit the company's financial statements and Deloitte Ireland LLP to audit the company's Irish Statutory Accounts. The vote was 87,044,110 in favor, 321,869 against and 58,872 abstentions. Shareholders also authorized the Board, acting through the Audit Committee, to fix the auditors' remuneration in a binding vote.
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