UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): December 31, 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 Compensatory Arrangements of Certain Officers.
On December 31, 2008, Willis Group Holdings Limited (the "Company") entered into
the First Amendment to the Fourth Amended and Restated Employment Agreement,
between the Company, Willis North America Inc., and Joseph J. Plumeri (the
"Amendment").
The Amendment makes a number of changes to (i) make Mr Plumeri's employment
agreement compliant with IRS Code Section 409A regarding the taxation of
deferred compensation; (ii) clarify that the Company will gross-up the actual
amount of tax paid on certain benefits that the Company has already agreed to
gross-up, and (iii) clarify that the payment of certain benefits due "promptly"
after a termination will be within 30 days.
The Amendment also updates the performance targets and conditions applicable to
the option to purchase the Company's shares granted, in accordance with the
Fourth Amended and Restated Employment Agreement, to Mr. Plumeri on May 6, 2008
(the "Option") under the Willis Group Holdings Limited 2001 Share Purchase and
Option Plan (the "2001 Plan") following the acquisition of Hilb Rogal & Hobbs
Company ("HRH") which was completed on October 1, 2008, to match those
performance targets previously approved by the Compensation Committee of the
Board of Directors for all other 2008 option grants. As provided in the 2001
Plan, the Compensation Committee of the Board of Directors may make adjustments
to the targets originally set to take into account, among other things,
extraordinary transactions and mergers.
On June 8, 2008, the Company updated its financial targets for 2009 and 2010,
subject to the completion of its acquisition of 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. Following the closing of
the transaction, 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 Compensation Committee of the Board of Directors of the Company voted on
December 29, 2008 to similarly approve and adopt these performance targets for
2009 and 2010 as the performance targets contained in the Option granted to Mr.
Plumeri. Because the transaction closed earlier than expected, rather than
adjusting the targets for 2008 the Compensation Committee agreed that the
financial targets should stay the same but be based on results for the Company
exclusive of HRH.
A copy of the First Amendment to the Fourth Amended and Restated Employment
Agreement is attached hereto and is incorporated by reference.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 First Amendment dated December 31, 2008 to the Fourth Amended and
Restated Employment Agreement between Willis Group Holdings
Limited, Willis North America Inc., and Joseph J. Plumeri.
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: January 5, 2009 By: /s/ Adam G. Ciongoli
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Name: Adam G. Ciongoli
Title: General Counsel
EXHIBIT INDEX
Exhibit No. Description
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10.1 First Amendment dated December 31, 2008 to the Fourth Amended and
Restated Employment Agreement between Willis Group Holdings
Limited, Willis North America Inc., and Joseph J. Plumeri.