Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 8, 2022, Willis Towers Watson Public Limited Company (the "Company") held its 2022 Annual General Meeting of Shareholders (the "2022 AGM"). Proxies for the 2022 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 100,575,805 ordinary shares (representing approximately 89.66% of 112,173,261 ordinary shares outstanding and entitled to vote as of April 11, 2022, the record date for the 2022 AGM) were present in person or by proxy, constituted a quorum for the transaction of business, and were voted at the 2022 AGM. As described below, the Company's shareholders approved each of the proposals considered at the 2022 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 2022 AGM (other than Mr. Paul Reilly whose effective date of appointment is October 1, 2022) 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     91,060,502   4,654,017   114,699      4,746,587
Fumbi Chima         94,134,928   1,575,765   118,525      4,746,587
Michael Hammond     95,229,916    455,967    143,335      4,746,587
Carl Hess           95,496,403    194,985    137,830      4,746,587

Brendan O'Neill 94,370,051 1,331,849 127,318 4,746,587 Linda Rabbitt 94,026,760 1,700,198 102,260 4,746,587 Paul Reilly 95,315,176 390,843 123,199 4,746,587 Michelle Swanback 95,239,364 473,417 116,437 4,746,587 Paul Thomas 94,627,920 1,081,778 119,520 4,746,587

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, acting through the Audit and Risk Committee, to fix the independent auditors' remuneration. Of the shares voted, 98,018,248 voted in favor, 2,467,066 voted against and 90,491 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 2022 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, 92,522,971 voted in favor, 3,178,993 voted against, 127,254 abstained and there were 4,746,587 broker non-votes.

The shareholders approved the renewal of the directors' existing authority to issue shares under Irish law up to approximately 33% of the Company's issued ordinary share capital. Of the shares voted, 99,476,239 voted in favor, 1,040,119 voted against and 59,447 abstained.

The shareholders approved the renewal of the directors' existing authority to opt out of statutory pre-emption rights under Irish law for rights issues and, separately, for issuances up to approximately 10% of the Company's issued ordinary share capital. Of the shares voted, 100,173,494 voted in favor, 339,419 voted against and 62,892 abstained.

The shareholders approved the creation of distributable profits, by the reduction and cancellation of the entire amount standing to the credit of the Company's share premium account or such lesser amount as the Board of Directors or the High Court of Ireland may determine. Of the shares voted, 100,386,809 voted in favor, 73,590 voted against and 115,406 abstained.

The shareholders approved amendments to and the restatement of the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan (the "2012 Plan") to increase by 2,000,000 the number of ordinary shares reserved for issuance under the 2012 Plan, as well other amendments disclosed in the Company's Proxy Statement for the 2022 AGM. Of the shares voted, 92,354,108 voted in favor, 3,369,172 voted against, 105,938 abstained and there were 4,746,587 broker non-votes.

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                                    EXHIBITS

Item 9.01 Financial Statements and Exhibits




(d) Exhibits

Exhibit
  No.                                    Description

10.1          Willis Towers Watson Public Limited Company 2012 Equity Incentive
            Plan (incorporated by reference to Exhibit A to the Company's
            Definitive Proxy Statement on Schedule 14A, filed with the Commission
            on April 28, 2022).

104         Cover Page Interactive File (the cover page tags are embedded within
            the Inline XBRL document).

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