Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 18, 2021, the Board of Directors (the “Board”) of Willis Towers Watson (the “Company”) announced its appointments of Ms. Inga Beale, Ms. Fumbi Chima, Mr. Michael Hammond, and Ms. Michelle (Shelly) Swanback to the Board, with such appointments effective January 1, 2022 in the case of Ms. Beale, Mr. Hammond and Ms. Swanback, and April 1, 2022, in the case of Ms. Chima.
In order to facilitate the director transition process, Mr. Jaymin Patel has decided to step down from the Board on January 1,2022, at the time three of the new directors join the Board. Mr. Patel had previously been considering transitioning off the Board at the end of his term to spend more time on other commitments and agreed to accelerate his departure to coincide with new directors’ joining the Board. In addition, Mr. Victor Ganzi will continue to serve as a member of the Board and as Chair through the end of his current Board term, which runs until the 2022 annual meeting of shareholders, and he has decided not to stand for re-election to the Board. He has chosen to do this to facilitate the director transition process and to spend more time on other commitments. The Board thanks Mr. Ganzi and Mr. Patel for their years of dedicated service to the Company.
In addition, in connection with the transition to the new CEO and the addition of new Board members on January 1, the Board will establish an Operational Transformation Committee (“OT Committee”). The OT Committee will make recommendations to the full Board regarding the oversight of management’s initiatives to drive operational efficiencies and help oversee the implementation of the Company’s operational transformation plan, which aims to achieve $300 million or more of run rate cost savings by the end of 2024. The initial members of the OT Committee will be Ms. Beale, Mr. Hammond, Ms. Swanback and Mr. Paul Thomas, an existing member of the Board. The Board expects to appoint Ms. Beale, Mr. Hammond, Ms. Swanback and Ms. Chima to other Board Committees in due course. Ms. Beale, Ms. Chima, Mr. Hammond and Ms. Swanback will receive compensation consistent with that received by the Company’s other non-employee directors.
Also, Carl Hess will join the Board on January 1, 2022 when he becomes Chief Executive Officer and John Haley steps down from the Board at the end of his contract term. As a result of all of the actions described above, on January 1, 2022, the Board will be composed of 11 directors and on April 1, 2022, the Board will be composed of 12 directors.
The Board’s focus on director succession will continue during 2022, leading up to the 2022 annual meeting of shareholders. In order to reduce the size of the Board back to nine directors, two other current Willis Towers Watson directors will serve the remainder of their terms through the 2022 annual shareholders’ meeting but will not stand for reelection at the shareholders’ meeting. At the time of the 2022 annual shareholders’ meeting, the Board will be composed of nine directors, five of whom will be new and not on the current Willis Towers Watson Board and the Board will have a new Chair.
There are no arrangements or understandings between Ms. Beale, Ms. Chima, Mr. Hammond, and Ms. Swanback and any other person pursuant to which they will join the Board, and neither Ms. Beale, Ms. Chima, Mr. Hammond, nor Ms. Swanback is a party to any transaction with the Company reportable under Item 404(a) of Regulation S-K under the Securities Act of 1933.
8.01 Other Events
On November 18, 2021, the Company issued a press release announcing changes in 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 8.01 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.
