Independent
Tenure on this board
4.4 yrs
Also a director at
Crawford & Co (CRD.A)
9 nominees · 6 ballot items.
Election of nine directors; Ratification and remuneration of independent auditors; Advisory vote on named executive officer compensation (say-on-pay); Renew authority to issue shares under Irish law; Renew authority to opt out of statutory pre-emption rights under Irish law; Approve WTW Amended and Restated Employee Share Purchase Plan with increased share reserve.
To elect nine persons named in the proxy statement to serve as directors for a one-year term until the next Annual General Meeting.
Non-binding advisory vote to ratify Deloitte & Touche LLP and Deloitte Ireland LLP as independent auditors for 2026 and binding vote to authorize the Board, acting through the Audit Committee, to fix their remuneration.
Proposal asks shareholders to ratify Deloitte & Touche LLP and Deloitte Ireland LLP as independent auditors for the fiscal year 2026 (advisory/non-binding) and to authorize the Board, through the Audit Committee, to set auditors’ fees (binding). Management states the appointments were approved by the Audit Committee and Board and argues shareholder ratification is good governance though not required; it notes the Audit Committee may change auditors regardless of ratification if in shareholders’ interest. The proposal is routine and typical for public companies, seeks to maintain continuity in audit oversight, and the Board recommends a vote FOR to affirm the Audit Committee’s selection based on considerations of auditor independence, capability to audit complex global operations, fees and PCAOB registration.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The management-sponsored say-on-pay proposal requests an annual non-binding advisory approval of the named executive officers’ compensation as disclosed in the proxy, including the CD&A and compensation tables. The Board and Human Capital and Compensation Committee frame their pay program as pay-for-performance with a large portion of compensation at risk (STI and LTIP), detailed performance metrics (Adjusted Net Revenue, Adjusted Operating Margin, Free Cash Flow Margin, PSU metrics and relative TSR modifier), share ownership guidelines, recoupment policy and other governance features. Management recommends a FOR vote, citing alignment of pay with performance, rigorous governance, shareholder outreach and prior strong shareholder support (~97% in 2025). Voters should consider the design (e.g., high CEO LTIP weighting, use of modifiers, STI design changes) and how these features align with long-term shareholder returns and strategic objectives.
To renew the Board's authority to allot relevant securities up to approximately 20% of the Company’s issued ordinary share capital as of March 23, 2026 for 18 months.
Management seeks shareholder approval to renew a routine Irish-law authorization allowing the Board to allot up to ~20% of issued ordinary shares over 18 months to facilitate capital raising and strategic flexibility (acquisitions, financing, employee plans). The resolution does not increase authorized share capital but renews operational authority aligning with Irish market practice and NASDAQ/SEC protections. The Board recommends FOR, stressing the necessity for timely access to equity for strategic execution and alignment with Irish corporate law and customary practice. Shareholders should view this as standard capital governance rather than an immediate issuance plan.
To renew the Board's authority to allot equity securities for cash without offering them pro-rata to existing shareholders, up to ~20% of issued share capital, for 18 months; requires a 75% vote (special resolution).
Management requests renewal of a special-resolution waiver of statutory pre-emption rights to allow the Board to issue shares for cash without first offering them pro rata to existing shareholders, limited to ~20% of issued share capital and 18 months in duration. This is consistent with Irish market practice to preserve flexibility for capital-raising and M&A. The Board recommends FOR. Shareholders should weigh dilution risk versus the need for agility in executing strategic transactions; the 75% threshold provides a stronger shareholder consent requirement than ordinary resolutions.
To approve the amended and restated employee share purchase plan, increasing the share reserve by 3,122,500 shares to a total of 4,500,000 and making other administrative and governance changes.
The management-sponsored proposal asks shareholders to approve an amended and restated employee share purchase plan to increase the share reserve by 3,122,500 to 4.5 million shares and to authorize several administrative changes (committee authority to amend/terminate, elimination of fixed term, increased contribution limits, flexibility on offering/purchase period structure, change-in-control definition expansion, and plan rename). Management frames the plan as a broad-based retention and alignment tool and forecasts the increase will support approximately ten years of participation. The Board recommends FOR, stating the plan enhances employee alignment, recruitment and retention. For investors, key considerations include dilution (incremental share count relative to outstanding share capital), the plan’s generous default contribution parameters, and governance controls (Committee amendment authority and plan administration).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 7.8% | 7,332,414 | $2.1B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 6,164,853 | $1.8B |
| 3 | HARRIS ASSOCIATES L P | 6.2% | 5,850,077 | $1.7B |
| 4 | STATE STREET CORP | 4.5% | 4,216,835 | $1.2B |
| 5 | First Eagle Investment Management, LLC | 4.4% | 4,185,099 | $1.2B |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.3% | 4,056,990 | $1.2B |
| 7 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 4.1% | 3,859,675 | $1.1B |
| 8 | Artisan Partners Limited Partnership | 4.0% | 3,786,617 | $1.1B |
| 9 | BlackRock, Inc. | 3.6% | 3,407,474 | $991M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 2,280,530 | $660M |
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