Good morning, ladies and gentlemen. I'm Jim McCann, Chairman of the Board of Directors and Chairman of the Meeting. I am pleased to welcome you to this Willis Towers Watson 2016 Annual General Meeting of Shareholders and hereby call this meeting to order. Our preliminary count shows that a quorum is present in person or by proxy, representing at least 88.8% of the outstanding ordinary shares entitled to vote. Joining me today are members of our Board of Directors, senior management, and representatives from our independent auditors, Deloitte LLP. We have also enabled shareholders to participate in this meeting by attending the meeting in Ireland at the offices of our council, Matheson. Finally, our Inspector of Elections is a representative of the American Election Services.
Nicole Napolitano, our Company Secretary and associate general counsel, will serve as secretary for this meeting, and she will walk you through some matters before we begin. Nicole?
Good morning. Please be advised that due notice of this meeting has been given and other legal requirements for holding this meeting have been satisfied, so that this meeting is properly organized for the transaction of business. I have the inspector's oath and affidavits concerning the mailing of the proxy statement and the annual report. A list of shareholders as of the record date of the meeting, April 15th, 2016, is also available for inspection should you require it. If you have a proxy to deliver, please raise your hand so it can be collected and counted. You should all have a copy of the meeting agenda. If you do not, please raise your hand and one will be brought to you.
During the meeting, if you wish to ask a question, please raise your hand, state your name, whether you're a shareholder or proxy holder, and the matter you wish to bring up. If you have a question on a particular resolution, we can discuss it after that resolution is introduced. After the business of the meeting is concluded, we will hold a general question and answer period, at which time you will be free to ask any general questions you may have. In accordance with Article 70 of the company's Articles of Association, each resolution put to the vote of the meeting shall be decided on a poll. You may cast your vote in respect of each poll taken regarding each resolution put to the meeting by marking the shareholder ballot. Please raise your hand if you need a ballot.
The ballots will be collected after the voting on all proposals. If you've already voted by proxy and do not wish to change your vote, you do not need to take a ballot. Your proxy, if already submitted, will be voted in accordance with the instructions contained therein. If you, either alone or with others, have been named a proxy by a shareholder, you must vote by ballot to affect such proxies. All statements other than statements of historical facts that address activities, events, or developments that we expect or anticipate may occur in the future are forward-looking statements within the meaning of the federal securities laws. Such statements are subject to certain risks and uncertainties, events, and factors that could cause actual results or performance to differ materially from historical results or those estimated or anticipated.
Please note that these statements are based upon our beliefs and expectations as well as on assumptions made by and data currently available to us. We undertake no obligation to revise or publicly release any revision to these statements in light of new information or future events, except as required by law. Please refer to the company's SEC filings for a more detailed discussion of risks that may affect the company's results or performance. In particular, the section entitled Risk Factors included in the company's annual report on Form 10-K for the year ended December 31st, 2015. Copies are available from the SEC or on our website. We will now proceed with the consideration of and voting on the proposals which are detailed in our proxy statement. Shareholders are entitled to one vote per share for each of the proposals.
The board of directors has recommended that you vote to approve each of the proposals.
Thank you, Nicole. That was done with great passion. We will now proceed to proposal one, the election of directors. Separate resolutions will be made to elect each of the directors. I move for the adoption of the following resolution. Resolved that Dominic Casserley is hereby elected a director of the company until the next annual general meeting of shareholders of the company or until his successor is elected or appointed. Is there a second?
I, Nicole Napolitano, second the resolution.
Good move. Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1A on their ballots in relation to the election of Mr. Casserley as a director. I move the adoption of the following resolution. Resolved that Anna C. Catalano is hereby elected a director of the company until the next annual general meeting of shareholders of the company or until a successor is elected or appointed. Is there a second?
I, Nicole Napolitano, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1B on their ballots in relation to the election of Mrs. Catalano as a director. I move for the adoption of the following resolution. Resolved that Victor F. Ganzi is hereby elected a director of the company until the next annual general meeting of shareholders of the company or until a successor is elected or appointed. Is there a second?
I, Nicole Napolitano, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1C on their ballots in relation to the election of Mr. Ganzi as a director. I move for the adoption of the following resolution. Resolved that John J. Haley is hereby elected a director of the company until the next Annual General Meeting of Shareholders of the company or until his successor is elected or appointed. Is there a second?
I, Nicole Napolitano, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1D on the ballot in relation to the election of Mr. Haley as a director. I move for the adoption of the following resolution. Resolved that Wendy E. Lane is hereby elected a director of the company until the next Annual General Meeting of Shareholders of the company, or until a successor is elected or appointed. Is there a second?
I, Nicole Napolitano, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1E on their ballots in relation to the election of Ms. Lane as a director.
I move for the adoption of the following resolution. Resolved that James F. McCann is hereby elected a director of the company until the next annual general meeting of shareholders of the company, or until his successor is elected or appointed.
Is there-
Is there a second?
I, Victor Ganzi, second the motion.
Thank you, Mr. Ganzi.
Are there any questions on this Resolution? As there are no questions, those voting by ballot should mark Resolution 1F on their ballot in relation to the election of Mr. McCann.
I move for the adoption of the following resolution. Resolved that Brendan R. O'Neill is hereby elected a director of the company until the next general meeting of shareholders of the company, or until a successor is elected or appointed. Is there a second?
I, Nicole Napolitano, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1G on their ballots in relation to the election of Mr. O'Neill as a director. I move for the adoption of the following resolution. Resolved that Jaymin Patel is hereby elected a director of the company until the next general meeting of shareholders of the company, or until a successor is elected or appointed. Is there a second?
I, Nicole Napolitano, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1H on their ballots in relation to the election of Mr. Patel as a director. I move for the adoption of the following resolution. Resolved that Linda D. Rabbitt is hereby elected a director of the company until the next annual general meeting of shareholders of the company, or until her successor is elected or appointed. Is there a second?
I, Nicole Napolitano, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1I on their ballots in relation to the election of Ms. Rabbitt as a director. I move for the adoption of the following resolution. Resolved that Paul Thomas is hereby elected a director of the company until the next annual general meeting of shareholders of the company, or until a successor is elected or appointed. Is there a second?
I, Nicole Napolitano, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1J on their ballots in relation to the election of Paul Thomas as a director. I move for the adoption of the following resolution. Resolved that Jeffrey W. Ubben is hereby elected a director of the company until the next annual general meeting of shareholders of the company, or until a successor is elected or appointed. Is there a second?
I, Nicole Napolitano, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1K on their ballots in relation to the election of Jeffrey W. Ubben as a director. I move for the adoption of the following resolution. Resolved that Wilhelm Zeller is hereby elected a director of the company until the next annual general meeting of shareholders of the company, or until a successor is elected or appointed. Is there a second?
I, Nicole Napolitano, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 1L on their ballots in relation to the election of Mr. Zeller as a director. We will now proceed to proposal number 2. I move for the adoption of this resolution. Resolved that the reappointment of Deloitte LLP as independent auditors of the company until the close of the next annual general meeting of shareholders be and hereby is ratified on an advisory basis, and that the Audit and Risk Committee, acting on behalf of the Board of Directors, be and hereby is authorized to fix the auditors' remuneration. Is there a second?
I, Nicole Napolitano, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 2 on their ballots. We will now proceed to proposal number 3. I move for the adoption of this resolution. Resolved that the shareholders of Willis Towers Watson Public Limited Company approve on an advisory basis the compensation of the company's named executive officers as disclosed in the company's proxy statement for the 2016 Annual General Meeting of Shareholders in accordance with the SEC's rules, including the executive compensation discussion and analysis, the summary compensation table, and related tables and disclosure. Is there a second?
I, Nicole Napolitano, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 3 on their ballots. We will now proceed to Proposal number 4. I move for the adoption of this resolution. Resolved that the shareholders of Willis Towers Watson Public Limited Company approve an amendment and restatement of the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan, including to increase the number of shares authorized for issuance under the 2012 Plan and approve material terms under Code Section 162(m). Is there a second?
I, Nicole Napolitano, second the resolution.
You're doing great work. Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution 4 on their ballots. We will now proceed to Proposal number 5. I move for the adoption of this resolution. Resolved that the shareholders of Willis Towers Watson Public Limited Company approve an amendment to the Willis Towers Watson Public Limited Company Amended and Restated 2010 North American Employee Stock Purchase Plan, including to increase the number of shares authorized for issuance under the ESPP.
I, Nicole Napolitano, second the resolution.
Are there any questions on that proposal? Being none, we will now proceed to proposal 6. The full text of the resolution is set forth on page 95 of the proxy statement, I will take that as read by all shareholders in attendance at the meeting, unless there are any objections. I would move for adoption of this resolution. Is there a second?
I, Nicole Napolitano, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark resolution 6 on their ballots. We will now proceed to proposal 7. The full text of the resolution set forth on page 96 of the proxy statement, I will take that as read by all shareholders in attendance at the meeting, unless there are any objections. I move for adoption of this resolution. Is there a second?
I, Nicole Napolitano, second the resolution.
Are there any questions on this resolution? As there are no questions, those voting by ballot should mark Resolution seven on their ballots. Now, please pass your ballot to our collectors. I now lay before the meeting the company's financial statements for the financial year ended December 31st, 2015, prepared in accordance with Irish law and the reports of the directors and auditors of these Irish statutory accounts. Are there any questions concerning the company or any of the matters that may properly come before this meeting? Seeing there are no questions, I shall ask the Inspector of Elections to report. Christopher?
Thank you, Mr. Chairman. I report that the preliminary results on the matters brought before the meeting are as follows. All director nominees have been each elected until the next annual general meeting of shareholders of the company or until their respective successors are elected or appointed. Each director received no fewer than 106,177,191 votes in favor. The ratification on an advisory basis of the reappointment of Deloitte LLP as independent auditors and the authorization of the Audit and Risk Committee on behalf of the board to fix the remuneration of the auditors was approved by 122,354,546 votes in favor, 550,394 votes against, and 30,953 votes abstained. The advisory vote on a non-binding basis to approve the compensation of the company's named executive officers received 110,007,745 votes in favor, 4,779,429 votes against, and 108,684 votes abstained.
The vote to approve an amendment and restatement of the company's 2012 Equity Incentive Plan, including to increase the number of authorized shares and approve material terms under the Code Section 162(m), received 107,196,291 votes in favor, 7,644,411 votes against, and 55,156 votes abstained. The vote to approve an amendment to the company's Amended and Restated 2010 North American Employee Stock Purchase Plan, including to increase the number of authorized shares, received 114,604,037 votes in favor, 243,583 votes against, and 48,236 votes abstained. The vote to renew the directors' authority to issue shares under Irish law for issuance up to 33% of the company's outstanding share capital received 119,865,237 votes in favor, 2,457,751 votes against, and 612,905 votes abstained.
Finally, the vote to renew the directors' authority to opt out of the statutory preemption rights under Irish law for rights issues and separately for issuance up to 10% of the company's outstanding share capital received 119,926,762 votes in favor, 1,781,213 votes against, and 1,227,918 votes abstained. That concludes the report of the Inspector of Elections.
Thank you, Mr. Woods. The final results of the matters brought before the meeting will be disclosed in a Form 8-K filed with the SEC within four business days after this meeting. As there is no other business to come before the meeting, I declare the meeting closed, and I thank Ms. Napolitano for her participation and Mr. Ganzi for your excellent vote