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): October 21, 2008
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
51 Lime Street
London EC3M 7DQ, 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 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e)
Reconciling Targets for Performance Option Grants with Previously Updated
Financial Targets
On June 8, 2008, Willis Group Holdings Limited (the "Company") updated its
financial targets for 2009 and 2010 in the event that it closed its acquisition
of Hilb Rogal & Hobbs Company ("HRH") to Adjusted EPS of $3.15 to $3.25 and
Adjusted Operating Margin of 24% for 2009, and Adjusted EPS of $4.05 to $4.15
and Adjusted Operating Margin of 27% for 2010. In light of the fact that the
transaction has now closed, on October 21, 2008 the Compensation Committee of
the Board of Directors of the Company voted to approve and adopt these
performance targets for 2009 and 2010 as the performance targets contained in
the option grants made on May 6, 2008, to its senior executive officers under
the Willis Group Holdings Limited 2008 Share Purchase and Option Plan (the "2008
Plan"). 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. Because the
transaction closed earlier than expected, rather than adjusting the targets for
2008 the Compensation Committee has agreed that the financial targets should
stay the same but be based on results for the Company exclusive of HRH.
As previously reported, 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 by the Company. Specifically,
these revised financial targets are as follows: 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 $3.15, and one-sixth is earned if Adjusted Operating Margin is at least
24%; and for 2010, one-sixth is earned if Adjusted EPS is at least $4.05, and
one-sixth is earned if Adjusted Operating Margin is at least 27%. 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.
This discussion includes references to non-GAAP financial measures as defined in
Regulation G of SEC rules. We present such non-GAAP financial measures, as we
believe such information is of interest to the investment community because it
provides additional meaningful methods of evaluating certain aspects of the
Company's operating performance from period to period on a basis that may not be
otherwise apparent on a GAAP basis. These financial measures should be viewed in
addition to, not in lieu of, the Company's condensed consolidated financial
statements.
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: October 27, 2008 By: /s/ Adam G. Ciongoli
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Name: Adam G. Ciongoli
Title: General Counsel