UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 6, 2008
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
51 Lime Street
- --------------------------------------------------------------------------------
London EC3M 7DQ, 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))
Explanatory Note:
This Amendment No. 1 on Form 8-K/A to the Form 8-K originally filed on May 12,
2008 (the "Original Form 8-K") is made solely to: (i) change the date of report
on the cover page to May 6, 2008, from May 5, 2008; (ii) correct the caption of
Item 5.02; (iii) reflect in Item 5.02, under the heading "Grant of Options under
the 2008 Plan," the correct grant date (May 6, 2008, rather than May 5, 2008)
and the higher, correct exercise price ($37.06 per share rather than $36.72 per
share); (iv) make minor textual corrections and additions; and (v) add Item 9.01
to include two exhibits. Item 5.02 below reflects the complete text of the Item,
as amended. Except for the foregoing, all other information in the Original Form
8-K remains the same.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e)
Shareholder Approval of 2008 Plan
On April 23, 2008, at the Annual General Meeting, the Shareholders of
Willis Group Holdings Limited (the "Company") voted to approve and adopt the
Willis Group Holdings Limited 2008 Share Purchase and Option Plan (the "2008
Plan"), which had previously been approved by the Company's Board of Directors.
Awards made under the 2008 Plan may be in the form of grants of options to
purchase shares of Company common stock, restricted stock, restricted stock
units and other share-based grants to any of the Company's employees and
Directors and those of any associate companies as designated by the Board as
being eligible for participation in the 2008 Plan. The maximum number of shares
available to be granted under the 2008 Plan is 8,000,000.
Unless sooner terminated by the Company's Board of Directors, the 2008 Plan
will expire 10 years after its approval by shareholders. Any termination or
expiration will not affect the validity of any grant outstanding on the date of
the plan's termination or expiration.
The Company's Board of Directors and the Compensation Committee administer
the 2008 Plan, including, without limitation, the determination of the employees
to whom grants will be made, the number of shares subject to each grant and the
various terms of those grants (including, without limitation, the acceleration
of the vesting of any award). The 2008 Plan allows the Compensation Committee to
delegate to the Chief Executive Officer and to the Company's other senior
officers its duties under the Plan except that only the Compensation Committee
may designate and make grants to employees who are subject to Section 16 of the
Securities Exchange Act. The Compensation Committee may from time to time amend
the terms of any grant so long as such amendment is consistent with the terms of
the plan, and the Company's Board of Directors retains the right to amend,
suspend or terminate the 2008 Plan at any time.
Grant of Options under the 2008 Plan
On May 6, 2008, the Company awarded grants of options to its senior
executive officers under the 2008 Plan at the closing price of the shares as
reported by the New York Stock Exchange on that date ($37.06 per share). The
following named executive officers received grants of options as detailed below:
Options
Name Position Granted
- ---- -------- -------
Patrick C. Regan Group Chief Financial Officer and Chief 125,000
Operating Officer
Grahame J. Millwater Group President and Chairman, Willis Re 140,000
Peter Hearn Chief Executive Officer, Willis Re 100,000
David B. Margrett Chairman and Chief Executive, Willis Limited 100,000
For each of the next three years, subject to the optionee being in the
employment of the Company or any of its subsidiaries at each respective date,
these options will be deemed earned if the Company achieves certain financial
targets. One-half of the award is earned against an Adjusted EPS target and
one-half is earned against an Adjusted Operating Margin target, in each case
reflecting those advised at the Company's 2007 Investor Day. Specifically, for
2008, one-sixth is earned if Adjusted EPS is at least $2.85, and one-sixth is
earned if Adjusted Operating Margin is at least 24%; for 2009, one-sixth is
earned if Adjusted EPS is at least $3.30, and one-sixth is earned if Adjusted
Operating Margin is at least 26%; and for 2010, one-sixth is earned if Adjusted
EPS is at least $4.00, and one-sixth is earned if Adjusted Operating Margin is
at least 28%. Adjusted EPS or Adjusted Operating Margin-based options not earned
for 2008 or 2009 may be earned nonetheless if the corresponding Adjusted EPS or
the Adjusted Operating Margin target for 2010 is achieved. Options remaining
unearned are forfeited. As provided in the 2008 Plan, in determining whether
these targets have been achieved, the Compensation Committee may make
adjustments to take into account, among other things, extraordinary transactions
and mergers.
Subject to the optionee being in the employment of the Company or any of
its subsidiaries at each respective date, options that have been earned will
vest 50% on the third anniversary of the grant and 25% on each of the fourth and
fifth anniversaries of the grant. Subject to continued employment, vested
options are generally exercisable until the seventh anniversary of the grant.
Upon the occurrence of a merger, amalgamation under Bermuda law, consolidation
or other corporate event the Compensation Committee may elect to cancel all
outstanding awards granted under the 2008 Plan or cause them to remain
outstanding and be adjusted to reflect the effect of any such event on the
Shares. However, if the outstanding options are not assumed or exchanged for
substitute options, the Compensation Committee may, in its discretion, allow
exercisable earned options to be exercised before the closing of the event;
otherwise the exercisable earned options shall terminate upon the closing of
such event.
In consideration for the grant of these options, the optionee must execute
an Option Agreement, which sets forth the terms and conditions of the option
grant. The optionee also may be required to execute an Agreement of Restrictive
Covenants and Other Obligations if the optionee is not already subject to
substantially similar restrictive covenants and confidentiality obligations.
The agreement executed by Mr. Hearn prohibits him from competing with the
Company for 12 months following the date of his termination during which time he
will continue to receive his normal salary and benefits. It also contains
post-employment non-solicitation and non-dealing restrictive covenants for12
months following the date of his termination with respect to clients and
employees of the Company and runs concurrent to any existing obligations in his
employment agreement or otherwise.
A copy of the form of Willis Partners Plan Option Agreement for the May 6,
2008 grant and a copy of the Agreement of Restrictive Covenants and Other
Obligations dated as of May 6, 2008 between the Company and Peter Hearn.are
filed as Exhibits 10.1 and 10.2, respectively, to this Report, and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Form of Willis Partners Plan Option Agreement (May 6, 2008) under
the Willis Group Holdings Limited 2008 Share Purchase and Option
Plan
10.2 Agreement of Restrictive Covenants and Other Obligations dated as
of May 6, 2008 between the Company and Peter Hearn
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: June 26, 2008 By: /s/ Adam G. Ciongoli
--------------------------------
Name: Adam G. Ciongoli
Title: General Counsel
Exhibit Index
Exhibit No. Description of Exhibit
- ----------- ----------------------
10.1 Form of Willis Partners Plan Option Agreement (May 6, 2008) under
the Willis Group Holdings Limited 2008 Share Purchase and Option
Plan
10.2 Agreement of Restrictive Covenants and Other Obligations dated as
of May 6, 2008 between the Company and Peter Hearn