Business Context and Reporting Period
This Form 8-K Current Report was filed by Willis Group Holdings Limited on March 11, 2009, covering events occurring on March 2, 2009. The filing addresses Item 5.02 regarding the appointment of certain officers and compensatory arrangements, specifically the awarding of 2008 annual retention awards to senior executive officers.
Key Financial Metrics
The filing does not provide consolidated revenue, profit, cash flow, margin, debt, or liquidity metrics for the company. The only financial data presented relates to specific executive compensation awards granted on March 2, 2009, based on a share price of $20.97.
| Executive Officer | Cash Bonus | RSUs Granted | Fair Value of RSUs |
|---|---|---|---|
| J. J. Plumeri | $1,685,000 | 100,440 | $2,106,227 |
| Grahame J. Millwater | $916,790 | 9,182 | $192,547 |
| Patrick C. Regan | $583,412 | 5,843 | $122,528 |
| Peter Hearn | $1,172,340 | 15,528 | $325,622 |
Material Changes
The filing reports the execution of retention awards for 2008, which were accepted by the named executive officers on March 10 and 11, 2009. No material changes to the company's financial position or operations are disclosed in this specific report.
Guidance, Outlook, and Risks
The filing details specific forfeiture conditions attached to the retention awards:
- Cash Component: Subject to proportional reimbursement if an executive voluntarily leaves the company before December 31, 2011.
- RSU Component: Vests in equal tranches on the first and second anniversaries of the grant date, contingent upon continued employment.
- Matching Awards: Executives received one matching RSU for every four granted, with dividend equivalent sums accruing from the grant date and payable in cash upon vesting.
The filing does not contain forward-looking guidance, general risk factors, or management commentary regarding the company's overall outlook.
Investor Verification Checklist
- Verify the vesting schedule and forfeiture terms for the 100,440 RSUs granted to CEO J. J. Plumeri.
- Confirm the exchange rates used for converting bonuses for Messrs. Millwater and Regan (2008 average vs. grant date rate).
- Review the attached Exhibit 10.1 (Form of Willis Retention Award Letter) for full legal terms and conditions.
- Monitor future filings for any voluntary departures of these executives prior to December 31, 2011, which would trigger cash reimbursement obligations.