Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 7, 2022, the Board of Directors (the "Board") of Willis Towers
Watson (the "Company") appointed Mr. Stephen Chipman, Ms. Jackie Hunt, and
Mr. Fredric Tomczyk to the Board, each with a start date effective April 1,
2023. In addition, two current directors, Mr. Brendan O'Neill and Ms. Linda
Rabbitt, gave notice to the Company that they will not be standing for
re-election at the Company's next Annual General Meeting, to be held in the
second quarter of 2023. Each has decided not to stand for re-election in light
of other commitments and in furtherance of the Board succession plan. There is
no disagreement between the Company and either Mr. O'Neill or Ms. Rabbitt on any
matter relating to the Company's operations, policies or practices. As a result
of the timing of the above appointments and departures, the Board will increase
its size briefly to 12 directors immediately before April 1, 2023, and then
reduce the size of the Board to 10 directors following the conclusion of the
2023 Annual General Meeting.
There are no arrangements or understandings between Mr. Chipman, Ms. Hunt and
Mr. Tomczyk and any other person pursuant to which they will join the Board, and
none of Mr. Chipman, Ms. Hunt or Mr. Tomczyk is a party to any transaction with
the Company reportable under Item 404(a) of Regulation S-K under the Securities
Act of 1933.
7.01 Regulation FD
On December 8, 2022, the Company issued a press release announcing changes to
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 7.01 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release issued December 8, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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