WTWWillis Towers Watson
Deals with insiders in the proxy filed 2026-03-27
Deals between WTW and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-28.
Nothing new: every deal in this year's section was reported last year too.
The whole section
12 paragraphs quoted as filed
Review and Approval of Related Person Transactions“The Company has adopted written policies and procedures governing the review and approval of transactions between the Company and any of its directors or executive officers, director nominees, any security holder who is known to the Company to own of record or beneficially more than 5% of any class of the Company’s voting securities or their immediate family members (each, a “Related Person”) to determine whether such persons have a direct or indirect material interest. The Company’s directors, director nominees and executive officers complete an annual director and officer questionnaire, which requires the disclosure of Related Person transactions. In addition, directors, director nominees and executive officers are obligated to advise the Audit Committee of any Related Person transaction of which they are aware, or become aware, and, in the event that any such transactions involve difficult or complex issues, the directors and executive officers are obligated to advise the General Counsel. Further, transactions that are determined to be directly or indirectly material to a Related Person are disclosed in the Company’s Proxy Statement or Annual Report on Form 10-K in accordance with SEC rules. The Audit Committee reviews and approves or ratifies any Related Person transaction that is required to be disclosed. In the course of its review and approval or ratification of a disclosable related person transaction, the Audit Committee considers, among other factors it deems appropriate:”
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Review and Approval of Related Person Transactions“the materiality of the transaction to the Related Person and the Company, including the dollar value of the transaction, without regard to profit or loss;”
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Review and Approval of Related Person Transactions“the business purpose for and reasonableness of the transaction (including the anticipated profit or loss from the transaction), taken in the context of the alternatives available to the Company for attaining the purposes of the transaction;”
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Review and Approval of Related Person Transactions“whether the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms that the Company offers generally to persons who are not Related Persons;”
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Review and Approval of Related Person Transactions“whether the transaction is in the ordinary course of the Company’s business and was proposed and considered in the ordinary course of business; and • the effect of the transaction on the Company’s business and operations, including on the Company’s internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.”
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Review and Approval of Related Person Transactions“Any member of the Audit Committee who is a Related Person with respect to a transaction under review may not participate in the deliberations or vote regarding the approval or ratification of the transaction, provided, however, that such director may be counted in determining the presence of a quorum at a meeting at which the Audit Committee considers the transaction.”
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2025 Related Person Transactions under Item 404 of Regulation S-K“BlackRock, Inc. (“BlackRock”) filed a Schedule 13G/A with the SEC reporting that, as of March 31, 2025, BlackRock and certain of its subsidiaries were beneficial owners of more than 5% of our outstanding shares. During 2025, BlackRock Advisors (UK) provided services to Willis Group Services Limited with respect to Willis Pension Trustees Limited and the UK pensions scheme trust. BlackRock received approximately $312,140 for these services, investment administration services, and software solutions, which were provided in the ordinary course of business on an arm’s-length basis.”
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Communications with Shareholders and Other Constituencies“The CEO is responsible for establishing effective communications with the Company’s stakeholder groups, including shareholders, the press, analysts, clients, suppliers, governments and representatives of the communities in which it operates. It is the policy of the Company for the CEO to appoint individuals to communicate and interact fully with these stakeholders. The Chair or another spokesperson chosen by the Board will speak for the Board when the Board determines it is appropriate for the Board to have a distinct and separate spokesperson. Often the Board will look to senior management to speak for the Company; however, the Board is also committed to engaging with shareholders to promote open and sustained dialogue in a manner consistent with the Company’s communications policies and procedures.”
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Communications with Shareholders and Other Constituencies“Non-employee directors are not precluded from communicating directly with shareholders or other constituencies about Company matters, although directors are required under the Corporate Governance Guidelines to coordinate with the Chair and senior management before doing so. An interested person may communicate with independent directors or the non-management directors as a group by writing to the Company Secretary at corporatesecretary@wtwco.com. The Company Secretary will forward the communication to the director(s) to whom it is addressed.”
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Communications with Shareholders and Other Constituencies“if the person submitting the communication is a security holder, a statement of the type and amount of the securities of the Company that the person holds;”
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Communications with Shareholders and Other Constituencies“if the person submitting the communication is not a security holder and is submitting the communication as an interested party, the nature of the person’s interest; and • the address, telephone number and e-mail address, if any, of the person submitting the communication.”
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Communications with Shareholders and Other Constituencies“Please see the section “Additional Information - Shareholder and Other Proposals for the 2027 AGM” at the end of this Proxy Statement for shareholders seeking to present a proposal for inclusion in the Company’s proxy materials for the 2027 AGM.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗