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 2, 2009
Willis Group Holdings Limited
(Exact Name of Registrant as Specified in Its Charter)
Bermuda
(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))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Willis Group Holdings Limited (the "Company") has awarded annual retention
awards for 2008 to its senior executive officers (the "Willis Retention
Awards"), including its Chairman and Chief Executive Officer. The Willis
Retention Awards, which are subject to acceptance by the employee of the award's
terms and conditions, were executed by the named executive officers on March 10
and 11, 2009. Consistent with his Employment Agreement, Mr. Plumeri received 50%
of his 2008 bonus in cash and 50% in restricted stock units ("RSUs"). The Willis
Retention Awards for Messrs. Millwater, Regan and Hearn were paid approximately
82% in cash and 18% in RSUs. The RSUs were granted on March 2, 2009 at $20.97,
the closing price on the New York Stock Exchange on that date for the Company's
shares. In addition, Messrs. Plumeri, Millwater, Regan and Hearn received 1
matching RSU for every 4 granted and dividend equivalent sums will accrue from
the date of grant and will be paid in cash upon the vesting of the RSUs. The
amount of Willis Retention Awards shown below against their respective names
reflects the amount of bonus paid in cash and in RSUs, inclusive of a 1 to 4
matching award. Both the cash and RSU elements of the Willis Retention Award
paid to these executive officers are subject to forfeiture conditions if they
voluntarily leave the Company's employ: the cash element will require a
proportional reimbursement if an executive officer voluntarily leaves the
Company's employ before December 31, 2011; and the RSUs vest in equal tranches
on the first and second anniversaries of grant, subject to the executive officer
continuing to be in the Company's employ on those dates.
The following named executive officers received Willis Retention Awards as
detailed below:
Number of Grant Date
Restricted Stock Fair Value of
Name Cash Bonus(1) Grant Date Units(2) Stock Awards
- -------------------- ------------- ---------- ---------------- --------------
J. J. Plumeri $1,685,000 03.02.09 100,440 $2,106,227
Grahame J. Millwater $916,790 03.02.09 9,182 $192,547
Patrick C. Regan $583,412 03.02.09 5,843 $122,528
Peter Hearn $1,172,340 03.02.09 15,528 $325,622
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(1) Messrs. Millwater and Regan receive their bonuses in pounds sterling and
these amounts have been converted into dollars at the average exchange rate for
2008 ((pound)1:$1.8521).
(2) In respect of Messrs. Millwater and Regan, who receive their bonuses in
pounds sterling, the dollar amount used to calculate the number of RSUs was
converted at a rate of (pound)1:$1.4006, being the exchange rate on the date of
grant.
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A copy of the form of Willis Retention Award Letter is filed as Exhibit 10.1 to
this Report, and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Form of Willis Retention Award Letter dated March 2009
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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 11, 2009 By: /s/ Adam G. Ciongoli
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Name: Adam G. Ciongoli
Title: General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Form of Willis Retention Award Letter dated March 2009
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