Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 18, 2021, the Board of Directors (the "Board") of Willis Towers
Watson (the "Company") announced its appointments of Ms. Inga Beale, Ms. Fumbi
Chima, Mr. Michael Hammond, and Ms. Michelle (Shelly) Swanback to the Board,
with such appointments effective January 1, 2022 in the case of Ms. Beale,
Mr. Hammond and Ms. Swanback, and April 1, 2022, in the case of Ms. Chima.
In order to facilitate the director transition process, Mr. Jaymin Patel has
decided to step down from the Board on January 1,2022, at the time three of the
new directors join the Board. Mr. Patel had previously been considering
transitioning off the Board at the end of his term to spend more time on other
commitments and agreed to accelerate his departure to coincide with new
directors' joining the Board. In addition, Mr. Victor Ganzi will continue to
serve as a member of the Board and as Chair through the end of his current Board
term, which runs until the 2022 annual meeting of shareholders, and he has
decided not to stand for re-election to the Board. He has chosen to do this to
facilitate the director transition process and to spend more time on other
commitments. The Board thanks Mr. Ganzi and Mr. Patel for their years of
dedicated service to the Company.
In addition, in connection with the transition to the new CEO and the addition
of new Board members on January 1, the Board will establish an Operational
Transformation Committee ("OT Committee"). The OT Committee will make
recommendations to the full Board regarding the oversight of management's
initiatives to drive operational efficiencies and help oversee the
implementation of the Company's operational transformation plan, which aims to
achieve $300 million or more of run rate cost savings by the end of 2024. The
initial members of the OT Committee will be Ms. Beale, Mr. Hammond, Ms. Swanback
and Mr. Paul Thomas, an existing member of the Board. The Board expects to
appoint Ms. Beale, Mr. Hammond, Ms. Swanback and Ms. Chima to other Board
Committees in due course. Ms. Beale, Ms. Chima, Mr. Hammond and Ms. Swanback
will receive compensation consistent with that received by the Company's other
non-employee directors.
Also, Carl Hess will join the Board on January 1, 2022 when he becomes Chief
Executive Officer and John Haley steps down from the Board at the end of his
contract term. As a result of all of the actions described above, on January 1,
2022, the Board will be composed of 11 directors and on April 1, 2022, the Board
will be composed of 12 directors.
The Board's focus on director succession will continue during 2022, leading up
to the 2022 annual meeting of shareholders. In order to reduce the size of the
Board back to nine directors, two other current Willis Towers Watson directors
will serve the remainder of their terms through the 2022 annual shareholders'
meeting but will not stand for reelection at the shareholders' meeting. At the
time of the 2022 annual shareholders' meeting, the Board will be composed of
nine directors, five of whom will be new and not on the current Willis Towers
Watson Board and the Board will have a new Chair.
There are no arrangements or understandings between Ms. Beale, Ms. Chima,
Mr. Hammond, and Ms. Swanback and any other person pursuant to which they will
join the Board, and neither Ms. Beale, Ms. Chima, Mr. Hammond, nor Ms. Swanback
is a party to any transaction with the Company reportable under Item 404(a) of
Regulation S-K under the Securities Act of 1933.
8.01 Other Events
On November 18, 2021, the Company issued a press release announcing changes in
the Board, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K. The press release is being furnished pursuant to this Item 8.01 and
shall not be deemed to be "filed" for purposes of section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as
amended. In addition, this information shall not be deemed to be incorporated by
reference into any of the Company's filings with the Securities and Exchange
Commission, except as shall be expressly set forth by specific reference in any
such filing.
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Forward-Looking Statements
This Form 8-K contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. You can identify these
statements and other forward-looking statements in this document by words such
as "aim", "may", "will", "would", "expect", "anticipate", "believe", "estimate",
"plan", "intend", "continue", or similar words, expressions or the negative of
such terms or other comparable terminology. These statements include, but are
not limited to, statements regarding future leadership transitions, the
company's strategic plan and operational transformation plan, the company's
future results, plans, objectives, expectations and intentions and other
statements that are not historical facts. Such statements are based upon the
current beliefs and expectations of Willis Towers Watson's management and are
subject to significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements.
Factors that could cause actual results to differ from those set forth in the
forward-looking statements are identified under "Risk Factors" and elsewhere in
Willis Towers Watson's most recent Annual Report on Form 10-K and in subsequent
quarterly reports filed with the SEC.
You should not rely upon forward-looking statements as predictions of future
events because these statements are based on assumptions that may not come true
and are speculative by their nature. Willis Towers Watson does not undertake an
obligation to update any of the forward-looking information included in this
document, whether as a result of new information, future events, changed
expectations or otherwise.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release issued November 18, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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