UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
Willis Towers Watson Public Limited Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |||
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) |
Title of each class of securities to which transaction applies:
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| (2) |
Aggregate number of securities to which transaction applies:
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| (3) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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| (4) |
Proposed maximum aggregate value of transaction:
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Total fee paid:
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| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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| (4) | Date Filed: | |||
*** Exercise Your Right to Vote ***
Important
Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on June 13, 2017.
| Meeting Information | ||||
WILLIS
TOWERS WATSON
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Meeting Type: For holders as of: |
Annual General Meeting of Shareholders April 13, 2017 | ||
| Date: June 13, 2017 Time: 9:30 A.M. Eastern Time | ||||
| Location: | W New York - Downtown | |||
For directions to the Annual General Meeting, please contact Willis Towers Watson's corporate office at +1 (212) 915-8888. | ||||
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WILLIS
TOWERS WATSON PUBLIC LIMITED COMPANY NEW YORK, NEW YORK 10281 |
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You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting. | ||||
| See the reverse side of this notice to obtain proxy materials and voting instructions. | ||||
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— Before You Vote —
How to Access the Proxy Materials
| Proxy Materials Available to VIEW or RECEIVE: | ||||||||
| ANNUAL REPORT ON FORM 10-K NOTICE AND PROXY STATEMENT IRISH STATUTORY ACCOUNTS | ||||||||
How to View Online: Have
the information that is printed in the box marked by the arrow |
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How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: |
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| 1) | BY INTERNET: | www.proxyvote.com | ||||||
| 2) | BY TELEPHONE: | 1-800-579-1639 | ||||||
| 3) | BY E-MAIL*: | sendmaterial@proxyvote.com | ||||||
*
If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow 
(located on the following page) in the subject line. |
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 30, 2017 to facilitate timely delivery.
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How To Vote — Please Choose One of the Following Voting Methods | ||
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. |
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Vote
By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information
that is printed in the box marked by the arrow |
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
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| Voting Items | ||||||
The Board of Directors recommends you vote FOR the |
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| following: | ||||||
| 1. | Elect directors. | |
| 1a. | Anna C. Catalano | |
| 1b. | Victor F. Ganzi | |
| 1c. | John J. Haley | |
| 1d. | Wendy E. Lane | |
| 1e. | James F. McCann | |
| 1f. | Brendan R. O'Neill | |
| 1g. | Jaymin Patel | |
| 1h. | Linda D. Rabbitt | |
| 1i. | Paul Thomas | |
| 1j. | Jeffrey W. Ubben | |
| 1k. | Wilhelm Zeller | |
The Board of Directors recommends you vote FOR proposals 2 and 3.
| 2. | Ratify, on an advisory basis, the appointment of (i) Deloitte & Touche LLP to audit our financial statements and (ii) Deloitte LLP to audit our Irish Statutory Accounts, and authorize in a binding vote the Board, acting through the Audit & Risk Committee, to fix the independent auditors’ remuneration. |
| 3. | Approve, on an advisory basis, the named executive officer compensation. |
The Board of Directors recommends you vote 1 year on the following proposal:
| 4. | Approve, on an advisory basis, the frequency of the advisory vote on named executive officer compensation. |
The Board of Directors recommends you vote FOR proposals 5, 6A, 6B, 7A, 7B, 8 and 9.
| 5. | Amend the Articles of Association to implement proxy access. |
| 6A. | Amend the Articles of Association to provide for a plurality voting standard in the event of a contested election when the number of director nominees exceeds the number of directors to be elected. |
| 6B. | Amend the Articles of Association to grant the Board the sole authority to determine its size. |
| 7A. | Amend the Articles of Association to enhance the advance notice provisions and make certain administrative amendments in connection with the Companies Act 2014. |
| 7B. | Amend the Memorandum of Association to make certain administrative amendments, including in connection with the Companies Act 2014. |
| 8. | Renew the Board’s existing authority to issue shares under Irish law. |
| 9. | Renew the Board’s existing authority to opt out of statutory pre-emption rights under Irish law. |
NOTE: In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.
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