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): July 21, 2006
Willis Group Holdings Limited
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(Exact Name of Registrant as Specified in Its Charter)
Bermuda
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(State or Other Jurisdiction of Incorporation)
001-16503 98-0352587
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(Commission File Number) (IRS Employer Identification No.)
c/o Willis Group Limited
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Ten Trinity Square
London EC3P 3AX, England
(Address of Principal Executive Offices)
(44) (20) 7488-8111
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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 5.02 Appointment of Principal Officer
(d) Willis Group Holdings Limited (the "Company") has announced the appointment
of Anna Cheng Catalano, a recognized figure in the global petroleum industry, to
its Board of Directors effective July 21, 2006. Ms. Catalano will serve on the
Board's Corporate Governance and Nominating Committee.
During a career spanning over 20 years with Amoco Corporation and subsequently
BP plc, Ms. Catalano held a variety of U.S. and global positions including sales
operations, technical R&D, strategic planning, marketing, international business
development, and general management. Ms. Catalano holds a B.S. degree in
Business Administration from the University of Illinois, Champaign-Urbana. She
currently serves on the Boards of Directors of SSL International, plc. and
Hercules Incorporated. She is also a member of the Board of Directors of the
Gulf Coast Juvenile Diabetes Research Foundation.
Pursuant to the Company's standard director compensation policy for non-employee
directors, Ms. Catalano will receive directors' fees of $75,000 per annum and
options to purchase 30,000 of the Company's shares of common stock, at an
exercise price equal to the closing price of the Company's shares as quoted on
the NYSE on the date of grant, which vest in five equal installments from the
first anniversary of grant and are exercisable until the tenth anniversary of
grant. Each non-employee director is entitled to defer receipt of their fees in
accordance with the Company's non-employee Directors' Deferred Compensation
Plan.
A copy of the press release announcing Ms. Catalano's appointment to the Board
of Directors is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release of Willis dated July 21, 2006
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: July 26, 2006 By: /s/ Eric R. Dinallo
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Name: Eric R. Dinallo
Title: Group General Counsel