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): March 13, 2007
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
Ten Trinity Square
London EC3P 3AX, England
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(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(b) Departure of Director
On March 16, 2007, Willis Group Holdings Limited (the "Company") issued
a press release announcing that Perry Golkin had advised the Company
that he does not intend to seek re-election at the upcoming Annual
General Meeting of Shareholders. A copy of the Press Release is
attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated
herein by reference
Item 5.02(e) Amendment of Compensatory Arrangements for Named Executive
Officers
R.J.S. Bucknall
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The Willis Group Holdings Limited Board Compensation Committee amended
the terms of share option agreements entered into on March 19, 2004 and
June 20, 2006 with Richard J. S. Bucknall (the "agreements").
Mr. Bucknall was granted on March 19, 2004 an option to purchase 75,000
Willis shares at $38.06 and on June 20, 2006 an option to purchase
250,000 Willis shares at $32.78 per share. In both cases the option
price was the closing price of the Company's shares quoted on the New
York Stock Exchange on the dates of grant. Provided employment is
maintained, the option granted on March 19, 2004 vests in five equal
tranches on January 1, 2005 and annually thereafter, and remains
exercisable until the tenth anniversary of grant. Similarly, the option
granted on June 20, 2006 vests in equal tranches on the second to fifth
anniversaries of the date of grant and remains exercisable until the
eighth anniversary of the date of grant.
Mr. Bucknall will cease to be Vice Chairman and an Executive Officer of
the Company March 31, 2007 and an employee with effect from December
31, 2007.
Under the original terms of the agreements, Mr. Bucknall would be
entitled to purchase 45,000 shares at $38.06 within 30 days of his
ceasing to be an employee.
Further, in recognition of Mr. Bucknall's service to the Company, the
Board Compensation Committee has amended the agreements so that
effective December 31, 2006, Mr. Bucknall is entitled to purchase
60,000 shares at $38.06 and 62,500 shares at $32.78, at any time until
the options cease to be exercisable on the tenth and eighth anniversary
of grant, respectively.
G.J. Millwater and P.C. Regan
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On March 13, 2007 the employment agreements of G.J. Millwater and P.C.
Regan, Chief Operating Officer and Chief Financial Officer
respectively, were amended to require that each officer is required to
give the Company, 12 months notice of their voluntary termination of
employment rather than 6 months as provided previously. Also, the
Company's requirement to give notice of termination without cause was
amended to 12 months from the previous notice of 6 months.
Item 8.01 Other Events
Effective March 13, 2007, the Board Compensation Committee approved
amendments to the rules of the Willis Group Holdings Limited 2004 Bonus
and Stock Plan, a sub-plan of the Company's 2001 Amended and Restated
Share Purchase and Option Plan. The rules of the Amended and Restated
2004 Bonus and Stock Plan replace in full the rules of Company's 2004
Bonus and Stock Plan filed with the Commission on December 21, 2004
under Post-Effective Amendment No.2 to Form S-8 (Registration No.
333-63186).
Item 9.01(d) Exhibits
99.1 Press Release of Willis Group Holdings Limited dated March 16,
2007.
99.2 Rules of the Willis Group Holdings Limited Amended and Restated
2004 Bonus and Stock Plan.
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: March 16, 2007. By: /s/ Mary E Caiazzo
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Name: Mary E. Caiazzo
Title: Deputy General Counsel
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Willis Group Holdings Limited dated March 16,
2007.
99.2 Rules of the Willis Group Holdings Limited Amended and Restated
2004 Bonus and Stock Plan.