UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 20, 2026, Willis Towers Watson Public Limited Company (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “2026 AGM”). Proxies for the 2026 AGM were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitation.
A total of 87,424,851 ordinary shares (representing approximately 92.8% of 94,203,101 ordinary shares outstanding and entitled to vote as of March 23, 2026, the record date for the 2026 AGM) were present in person or by proxy, constituted a quorum for the transaction of business, and were voted at the 2026 AGM. As described below, the Company’s shareholders approved each of the proposals considered at the 2026 AGM.
The shareholders elected each of the director nominees, who are named in the table below, to serve as directors effective as of the date of the 2026 AGM until the next annual general meeting of shareholders or until his/her successor is elected and qualified. The table below sets forth the number of votes cast for and against each director, as well as abstentions and broker non-votes.
| DIRECTOR | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||
| Dame Inga Beale |
84,422,849 | 74,662 | 62,768 | 2,864,572 | ||||||||||||
| Fumbi Chima |
83,829,769 | 663,997 | 66,513 | 2,864,572 | ||||||||||||
| Stephen Chipman |
84,452,422 | 41,332 | 66,525 | 2,864,572 | ||||||||||||
| Michael Hammond |
84,363,474 | 131,551 | 65,254 | 2,864,572 | ||||||||||||
| Carl Hess |
84,450,740 | 50,192 | 59,347 | 2,864,572 | ||||||||||||
| Jacqueline Hunt |
83,851,553 | 643,629 | 65,097 | 2,864,572 | ||||||||||||
| Paul Reilly |
81,781,129 | 2,611,803 | 167,347 | 2,864,572 | ||||||||||||
| Michelle Swanback |
83,696,857 | 777,938 | 85,484 | 2,864,572 | ||||||||||||
| Fredric Tomczyk |
83,799,124 | 695,756 | 65,399 | 2,864,572 | ||||||||||||
The shareholders ratified, on an advisory, non-binding basis, the selection of (i) Deloitte & Touche LLP to audit the Company’s financial statements and (ii) Deloitte Ireland LLP to audit the Company’s Irish Statutory Accounts, and authorized, in a binding vote, the Company’s Board of Directors (the “Board”), acting through the Audit Committee, to fix the independent auditors’ remuneration. Of the shares voted, 87,044,110 voted in favor, 321,869 voted against and 58,872 abstained.
The shareholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement for the 2026 AGM in accordance with the U.S. Securities and Exchange Commission’s rules, including the “Compensation Discussion and Analysis,” the “Summary Compensation” table and the related tables and disclosure. Of the shares voted, 82,052,852 voted in favor, 2,326,840 voted against, 180,587 abstained and there were 2,864,572 broker non-votes.
The shareholders approved the renewal of the Board’s existing authority to issue shares under Irish law, up to approximately 20% of the Company’s issued ordinary share capital. Of the shares voted, 83,640,750 voted in favor, 865,009 voted against and 54,520 abstained.
The shareholders approved the renewal of the Board’s existing authority to opt out of statutory pre-emption rights under Irish law, for rights issues and, separately, for issuances up to approximately 20% of the Company’s issued ordinary share capital. Of the shares voted, 81,285,555 voted in favor, 3,193,488 voted against and 81,236 abstained.
The shareholders approved the WTW Amended and Restated Employee Share Purchase Plan (the “Plan”) as set forth in the Company’s Proxy Statement for the 2026 AGM, including the increase of the number of shares authorized for issuance under the Plan, among other amendments. Of the shares voted, 84,432,048 voted in favor, 75,143 voted against, 53,088 abstained and there were 2,864,572 broker non-votes.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are furnished herewith:
| Exhibit |
Description | |
| 10.1 | WTW Amended and Restated Employee Share Purchase Plan (as last amended and restated as of May 20, 2026) (incorporated by reference to Exhibit A to the Definitive Proxy Statement filed by the Registrant on March 27, 2026). | |
| 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: May 21, 2026 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | |||||
| By: | /s/ Matthew Furman | |||||
| Matthew Furman | ||||||
| General Counsel | ||||||