Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2017



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)



File Number)


(IRS Employer

Identification No.)

c/o Willis Group Limited, 51 Lime Street, London, EC3M 7DQ, England and Wales

(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))

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 14, 2017, Jeffrey W. Ubben, a director of Willis Towers Watson Public Limited Company (the “Company”), notified the Company’s Board of Directors of his resignation as a director. His resignation was effective as of November 15, 2017. Mr. Ubben is not resigning due to any disagreement with the Company on any matter relating to its operations, policies or practices.

Item 9.01. Financial Statements and Exhibits

(d)    Exhibits.





10.1    Resignation Letter from Jeffrey W. Ubben


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: November 17, 2017





/s/ Matthew Furman


Matthew Furman


General Counsel


Exhibit 10.1



James McCann

Chairman of the Board

Willis Towers Watson

51 Lime Street

London EC3M 7DQ


November 16, 2017

Dear Jim,

I hereby resign as a director of Willis Towers Watson Public Limited Company (the “Company”) and as a member of each committee of the Board of Directors on which I sit, each effective immediately. I am resigning from the Board for personal reasons and not due to any disagreement with the Company or on any matter relating to the Company’s audited financial statements, operations, policies, or practices.

The Board’s strong leadership and work over the last five years has contributed to long-term, sustainable value creation for all shareholders. It has been an honor to serve on the Board.

I wish you, the Board, and the Company all the best.


/s/ Jeffrey W. Ubben

Jeffrey W. Ubben

ValueAct Capital    •    One Letterman Drive, Building D, Fourth Floor    •    San Francisco, CA 94129

Telephone 4l5.362.3700    •    Facsimile 415.362.5727