WILLIS TOWERS WATSON PLC false 0001140536 0001140536 2025-02-25 2025-02-25

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2025

 

 

Willis Towers Watson Public Limited Company

(Exact name of registrant as specified in its charter)

 

 

 

Ireland   001-16503   98-0352587

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

c/o Willis Group Limited, 51 Lime Street, London, EC3M 7DQ, England

(Address, including Zip Code, of Principal Executive Offices)

Registrant’s telephone number, including area code: (011) 44-20-3124-6000

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

   

Trading
Symbol(s)

  

Name of each exchange
on which registered

Ordinary Shares, nominal value $0.000304635 per share    WTW   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 25, 2025, Paul Thomas, the current Non-Executive Chair of the Board of Directors (the “Board”) of Willis Towers Watson Public Limited Company (the “Company”), informed the Board that he intends to retire at the end of his current term and will not stand for reelection at the Company’s 2025 Annual Meeting of Stockholders (“AGM”). Mr. Thomas’s retirement is not a result of any disagreement with the Company.

The Board has selected Paul Reilly, an independent director of the Board, to become the Non-Executive Chair of the Board effective as of the conclusion of the 2025 AGM, subject to his re-election. Mr. Reilly has been an independent director of the Board since October 2022.

On March 3, 2025, the Company announced the retirement of Mr. Thomas and the selection of Mr. Reilly as the next Non-Executive Chair of the Board. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number		   

Description

99.1    Press release, dated March 3, 2025, announcing Mr. Paul Thomas’s retirement from the Board
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 3, 2025  

WILLIS TOWERS WATSON

PUBLIC LIMITED COMPANY

    By:  

/s/ Matthew Furman

      Matthew Furman
      General Counsel

Exhibit 99.1

 

LOGO

 

 

  

Press

Release

    WTW appoints Paul Reilly as Non-Executive Chair of the Board
     NEW YORK, March 3, 2025 – WTW (NASDAQ: WTW), a leading global advisory, broking and solutions company, today announced that its Board of Directors has appointed Paul Reilly to succeed Paul Thomas as Non-Executive Chair of the Board following WTW’s 2025 Annual General Meeting (AGM) to be held in May 2025.
     Thomas has notified the Board that he intends to retire from the Board and will not stand for re-election at the 2025 AGM. Thomas has served as the Non-Executive Chair of the WTW Board since the conclusion of the 2022 AGM. Prior to the merger between Towers Watson and Willis Group Holdings in 2016, he served on the Towers Watson board of directors, where he was a member of the Audit Committee and the Risk Committee.
     “Paul Thomas has been an invaluable leader and mentor during his tenure as Non-Executive Chair,” said Carl Hess, WTW’s chief executive officer (CEO). “His deep expertise and unwavering commitment have been instrumental in guiding WTW through significant transformations, milestones and challenges. We are profoundly grateful for his many contributions and the lasting impact he has had on our company.”
     Reilly has served on the WTW Board since October 1, 2022, and is a member of the Corporate Governance and Nominating Committee and the Human Capital and Compensation Committee. He is currently the Executive Chair of Raymond James Financial, a multi-national independent investment bank and financial services company, having served as CEO from 2010 until recently in 2025. Reilly was also previously Executive Chairman of Korn/Ferry International and CEO at KPMG International.
     “We are thrilled to welcome Paul Reilly to this critical role,” said Hess. “His extensive experience in global financial and professional services and his proven leadership will be immensely beneficial as we deliver on our strategy to accelerate performance, enhance efficiency and optimize our portfolio. We are excited to work with him in this future capacity and are confident that his vision and expertise will further strengthen our Board and our company.”
     “I am deeply honored to be named the future Non-Executive Chair of the WTW Board,” said Reilly. “WTW is a company with a rich history and a bright future, and I am eager to further contribute to its continued success. I look forward to working with Carl, the Board and the entire WTW team to build on the strong foundation laid by Paul Thomas and to drive the company towards new heights of performance, excellence and innovation.”
     About WTW
     At WTW (NASDAQ: WTW), we provide data-driven, insight-led solutions in the areas of people, risk and capital. Leveraging the global view and local expertise of our colleagues serving 140 countries and markets, we help organizations sharpen their strategy, enhance organizational resilience, motivate their workforce and maximize performance. Working shoulder to shoulder with our clients, we uncover opportunities for sustainable success—and provide perspective that moves you.
     Learn more at wtwco.com.

LOGO

 

 

   Press    Media contact
  Release    Miles Russell
     miles.russell@wtwco.com
     Investor Relations contact
     Claudia De La Hoz
     claudia.delahoz@wtwco.com
     Forward-Looking Statements
     This document contains ‘forward-looking statements’ within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. You can identify these statements and other forward-looking statements by words such as ‘may’, ‘will’, ‘would’, ‘commit’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘plan’, ‘future’, or similar words, expressions or the negative of such terms or other comparable terminology. These forward-looking statements include, but are not limited to, future leadership of our board of directors, strategic plans and the future of our business, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.
     There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including, but not limited to those described under “Risk Factors” in the Company’s most recent 10-K filing and subsequent filings filed with the SEC. The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved. Our forward-looking statements speak only as of the date made, and we will not update these forward-looking statements unless the securities laws require us to do so. With regard to these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.
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Document and Entity Information
Feb. 25, 2025
Cover [Abstract]  
Entity Registrant Name WILLIS TOWERS WATSON PLC
Amendment Flag false
Entity Central Index Key 0001140536
Document Type 8-K
Document Period End Date Feb. 25, 2025
Entity Incorporation State Country Code L2
Entity File Number 001-16503
Entity Tax Identification Number 98-0352587
Entity Address, Address Line One c/o Willis Group Limited
Entity Address, Address Line Two 51 Lime Street
Entity Address, City or Town London
Entity Address, Postal Zip Code EC3M 7DQ
Entity Address, Country GB
City Area Code (011)
Local Phone Number 44-20-3124-6000
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Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Ordinary Shares, nominal value $0.000304635 per share
Trading Symbol WTW
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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