Willis Towers Watson (WLTW) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for May 20, 2026, with voting on six key proposals, including director elections, auditor ratification, executive compensation, share issuance authority, pre-emption rights, and an amended employee share purchase plan.

• Board composition refreshed with nine new directors since 2022, emphasizing diversity in gender, race, nationality, and skills.

• Board committees restructured in 2025, including the creation of a Risk and Operational Oversight Committee and succession of a new non-executive Chair.

• Strong financial performance in 2025: $9.7B revenue (5% organic growth), 25.2% adjusted operating margin, $1.5B free cash flow, and $2.0B returned to shareholders.

• Shareholder engagement remains robust, with 60% of shares reached and 97% Say-on-Pay approval.

Voting matters and shareholder proposals

• Proposals include election of nine directors, ratification of Deloitte as auditors, advisory vote on executive compensation, renewal of share issuance and pre-emption rights, and approval of an amended employee share purchase plan with a 3.1M share increase.

• All proposals recommended for approval by the Board.

• Shareholders of record as of March 23, 2026, are eligible to vote.

Board of directors and corporate governance

• Board comprises a diverse mix: 44% female, 11% LGBT+, 11% Black, 66% non-U.S. citizens, and 75% of committee chairs are female or diverse.

• Annual board and committee evaluations, director tenure limits, and ongoing director education.

• All directors except the CEO are independent; separate CEO and Chair roles maintained.

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