Willis Towers Watson (WLTW) Proxy Filing summary

Executive summary

• Annual General Meeting scheduled for May 15, 2025, with voting on five key proposals including director elections, auditor ratification, executive compensation, and share issuance authorities.

• Company completed a multi-year Transformation Program, achieving significant cost savings, operational improvements, and exceeding financial targets for 2024.

• Board and committee structures were refreshed, with new directors and a new non-executive Chair appointed for 2025.

• Shareholder engagement remains a priority, with semi-annual outreach and incorporation of feedback into governance and compensation programs.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors, ratification of Deloitte as auditors, approval of executive compensation, authority to issue up to 20% of share capital, and authority to opt out of statutory pre-emption rights.

• All proposals are recommended for approval by the Board, with varying vote thresholds (majority or 75% for pre-emption rights).

• Shareholders holding 10% of share capital can convene a special meeting.

Board of directors and corporate governance

• Board composition reflects diversity in gender, race, nationality, and experience; 44% female, 11% Black, 11% LGBT+, 66% non-U.S. citizens.

• Nine new directors, including a new CEO and eight independent directors, joined since 2022.

• Board committees restructured: Audit Committee, Risk and Operational Oversight Committee, Human Capital and Compensation Committee, and Corporate Governance and Nominating Committee.

• Paul Reilly to become non-executive Chair after 2025 AGM, succeeding Paul Thomas.

• Annual board and committee self-evaluations, director tenure limits, and robust onboarding and continuing education programs in place.

• Majority voting for directors, no poison pill, and proxy access implemented.