UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 29, 2005
Willis Group Holdings Limited
- -------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Bermuda
- -------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
001-16503 98-0352587
- -------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
c/o Willis Group Limited
- -------------------------------------------------------------------------------
Ten Trinity Square
London EC3P 3AX, England
(Address of Principal Executive Offices)
(44) (20) 7488-8111
- -------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
[_] 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))
Item 1.01. Entry into a Material Definitive Agreement.
(A) Approval of the Amended and Restated 2001 Share Purchase and Option Plan
The Company's Annual Meeting of Shareholders was held on April 29, 2005. At the
Annual Meeting, the Company's shareholders approved two amendments to the
Company's 2001 Share Purchase and Option Plan (the "2001 Plan"). The first
amendment increased the number of shares available under the 2001 Plan to
25,000,000 from 15,000,000, provided that the maximum number of shares of the
Company's Common Stock that may be issued, sold or otherwise distributed
pursuant to the 2001 Plan as Restricted Shares, Purchase Shares or other Share
Based Grants is 3,500,000 shares.
It is the Company's policy for non-employee Directors joining the Board to be
granted options to purchase 30,000 of the Company's shares which vest in five
equal installments from the first anniversary of grant and are exercisable until
the tenth anniversary of grant. The second amendment changes the definition of
`Director' in the 2001 Plan allowing the Company to make grants of options to
non-employee Directors under the same plan used for other Directors and
Executive Officers of the Company rather than under the Board's general
authority.
(B) Approval of the Adoption of the Senior Management Incentive Plan
Also at the Annual Meeting, the Company's shareholders approved the adoption of
the Willis Group Senior Management Incentive Plan (the `Incentive Plan'). The
Incentive Plan generally will be administered by the Compensation Committee (the
`Committee'). The Executive Officers of the Company and members of its Partners
Group, including Mr. Plumeri, our chairman and chief executive officer, are
eligible to participate in the Incentive Plan. Individuals will be selected to
participate in the Incentive Plan for a one fiscal year cycle or portion of a
fiscal year cycle, (each a `Performance Period'), as determined by the
Committee. Participants who are selected to participate in the Incentive Plan
will be paid a bonus (as defined below) based upon the achievement of
performance objectives set by the Committee.
Each participant in the Incentive Plan may be paid a bonus determined in the
discretion of the Committee in such amount, if any, the Committee deems
appropriate up to the limit established in the Incentive Plan (a participant's
"Bonus"). Bonuses will be payable, as determined by the Committee, in cash
and/or equity-based awards of equivalent value. To the extent that equity-based
awards are granted in lieu of cash they will be granted under the 2001 Plan.
Unless the Committee indicates otherwise, if a participant's employment with the
Company or its affiliates terminates for any reason before the end of a
Performance Period or before the date that Bonus is paid, the Committee will
have the discretion to determine whether such participant's Bonus will be
forfeited or reduced on a pro-rata basis to reflect the position of such fiscal
year the participant was employed by us or to make other arrangements as the
Committee deems appropriate.
Item 8.01. Other Events.
A copy of the Press Release announcing the results of the Annual Meeting of
Shareholders is attached as Exhibit 99.1 to this Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits:
10.23 Amended and Restated Willis Group Holdings Limited
2001 Share Purchase and Option Plan
10.24 Willis Group Senior Management Incentive Plan
99.1 Press Release of Willis dated April 29, 2005
SIGNATURES
Pursuant to the requirements 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.
WILLIS GROUP HOLDINGS LIMITED
Date: May 3, 2005 By: /s/ Mary E. Caiazzo
----------------------------------
Name: Mary E. Caiazzo
Title: Assistant General Counsel
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.23 Amended and Restated Willis Group Holdings Limited
2001 Share Purchase and Option Plan
10.24 Willis Group Senior Management Incentive Plan
99.1 Press Release of Willis dated April 29, 2005