Business Context and Reporting Period
This Form 8-K Current Report was filed by Willis Group Holdings Limited on May 5, 2009. The filing discloses the grant of stock options and restricted stock units (RSUs) to senior executive officers under the Company's 2001 and 2008 Share Purchase and Option Plans.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity figures. The only financial metric disclosed is the exercise price for the option grants, set at the New York Stock Exchange closing price of $26.17 per share on May 5, 2009.
Material Changes
The material event reported is the award of equity compensation to four named executive officers. The grants are structured with performance conditions tied to 2009 financial targets, specifically Adjusted Earnings Per Share and Adjusted Operating Margin.
Guidance, Outlook, and Management Commentary
- Purpose of Grants: RSUs were granted as part of a strategy to retain key management and employees, addressing the limited retentive value of previously issued options. Options were part of regular annual grants.
- Performance Conditions:
- Options: 50% earned upon achieving Adjusted Earnings Per Share targets; 50% earned upon achieving Adjusted Operating Margin targets.
- RSUs: Earned only if both Adjusted Earnings Per Share and Adjusted Operating Margin targets are achieved.
- Vesting Schedule:
- RSUs: Vest 33% on the first anniversary, 33% on the second, and 34% on the third anniversary of the grant date, subject to continued employment and target achievement.
- Options: Vest 25% per year beginning on the second anniversary of the grant date, subject to continued employment and target achievement.
- Restrictions: Shares from the first RSU vesting tranche must be held for 12 months post-vesting. Shares for Chairman Joseph J. Plumeri are not deliverable until 30 days following his separation of service.
Important Facts for Investor Verification
- Verify the specific 2009 Adjusted Earnings Per Share and Adjusted Operating Margin targets required to earn these grants.
- Confirm the total number of options and RSUs granted to each executive:
- Joseph J. Plumeri: 0 Options, 200,000 RSUs
- Patrick C. Regan: 125,000 Options, 60,000 RSUs
- Grahame J. Millwater: 150,000 Options, 80,000 RSUs
- Peter Hearn: 100,000 Options, 40,000 RSUs
- Note that the Compensation Committee retains the right to adjust targets for extraordinary transactions or mergers.
- Observe the unique delivery restriction for Chairman Plumeri's RSUs, which are contingent on his separation of service.