Willis Towers Watson (WTW) investors approve directors, share issuance and plan changes

What share issuance authority under Irish law did WTW shareholders renew?

What changes were approved to the WTW Employee Share Purchase Plan?

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8-K Event Classification

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What did Willis Towers Watson (WTW) shareholders approve at the 2026 AGM?

How many Willis Towers Watson (WTW) shares were represented at the 2026 AGM?

Were all Willis Towers Watson (WTW) director nominees elected at the 2026 AGM?

What auditor decisions did Willis Towers Watson (WTW) shareholders make at the 2026 AGM?

Did Willis Towers Watson (WTW) shareholders approve executive compensation at the 2026 AGM?

Shareholders renewed the Board’s authority under Irish law to issue shares up to approximately 20% of issued ordinary share capital and to opt out of statutory pre-emption rights for rights issues and separate issuances within that limit.

Shareholders approved the WTW Amended and Restated Employee Share Purchase Plan, including an increase in the number of shares authorized for issuance under the plan and other amendments detailed in the company’s 2026 AGM proxy statement.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Willis Towers Watson reported the results of its 2026 Annual General Meeting of Shareholders, where all proposals were approved. Shareholder turnout was high, with 87,424,851 ordinary shares represented, about 92.8% of the 94,203,101 shares outstanding and entitled to vote as of March 23, 2026.

Shareholders elected all director nominees and ratified, on an advisory basis, Deloitte & Touche LLP and Deloitte Ireland LLP as auditors, authorizing the Board’s Audit Committee to set their remuneration. They also approved, on an advisory basis, the compensation of named executive officers.

In addition, shareholders renewed the Board’s authority under Irish law to issue shares and to opt out of statutory pre-emption rights for rights issues and certain issuances up to approximately 20% of issued share capital. They approved the WTW Amended and Restated Employee Share Purchase Plan, including an increase in shares authorized for issuance under the plan.

2 items: 5.07, 9.01

2 items

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Shares represented at AGM: 87,424,851 shares Participation rate: 92.8% Shares outstanding: 94,203,101 shares +5 more

8 metrics

Shares represented at AGM 87,424,851 shares Ordinary shares present or by proxy at 2026 AGM

Participation rate 92.8% Of 94,203,101 ordinary shares outstanding and entitled to vote as of March 23, 2026

Shares outstanding 94,203,101 shares Ordinary shares outstanding and entitled to vote as of March 23, 2026

Auditor ratification votes for 87,044,110 shares Votes in favor of Deloitte & Touche LLP and Deloitte Ireland LLP

Say-on-pay votes for 82,052,852 shares Votes in favor of named executive officer compensation

Share issuance authority limit approximately 20% Of issued ordinary share capital under Irish law

Votes for share issuance authority 83,640,750 shares Votes in favor of renewing Board authority to issue shares

Votes for ESPP approval 84,432,048 shares Votes in favor of WTW Amended and Restated Employee Share Purchase Plan

broker non-votes, statutory pre-emption rights, Irish Statutory Accounts, Employee Share Purchase Plan, +1 more

5 terms

broker non-votes financial

"there were 2,864,572 broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

statutory pre-emption rights regulatory

"authority to opt out of statutory pre-emption rights under Irish law"

Irish Statutory Accounts financial

"Deloitte Ireland LLP to audit the Company’s Irish Statutory Accounts"

Irish statutory accounts are the legally required financial statements that a company prepares under Irish law to show its assets, liabilities, income and cash movements—think of them as a government-mandated financial report card. They matter to investors because they provide a standardized, audited snapshot of a firm's financial health and performance, helping assess risk, compare companies and verify that management is following legal and accounting rules.

Emerging growth company regulatory

"Emerging growth company On May 20, 2026, Willis Towers Watson"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/21/2026 - 04:53 PM

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): May 20, 2026

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 5.07

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 No.		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.

Source: View Original Filing on SEC EDGAR

Shareholders approved all proposals, including director elections, auditor ratification, executive compensation, renewed share issuance and pre-emption opt-out authorities, and the amended WTW Employee Share Purchase Plan with increased shares authorized for issuance.

A total of 87,424,851 ordinary shares were represented in person or by proxy, reflecting about 92.8% of the 94,203,101 ordinary shares outstanding and entitled to vote as of March 23, 2026.

Yes, all director nominees listed, including Dame Inga Beale and Carl Hess, were elected to serve until the next annual general meeting or until their successors are elected and qualified, receiving strong majorities of votes cast.

Shareholders ratified, on an advisory basis, Deloitte & Touche LLP to audit WTW’s financial statements and Deloitte Ireland LLP to audit Irish Statutory Accounts, and authorized the Board, through the Audit Committee, to fix the independent auditors’ remuneration.

Yes, shareholders approved, on an advisory, non-binding basis, the compensation of named executive officers as described in the 2026 proxy statement, including the Compensation Discussion and Analysis and related compensation tables and disclosures.

Date: May 21, 2026

WILLIS TOWERS WATSON

PUBLIC LIMITED COMPANY

/s/ Matthew Furman

Matthew Furman

General Counsel

3 documents