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 the Willis Towers Watson 2017 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 88.74% 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 American Election Services. Nicole Napolitano, our company secretary, will serve as secretary for this meeting. She'll walk you through some of the matters before we begin.
Nicole, would you come up? Right up center, please.
Thank you. Good morning. Please be advised that this meeting has been properly convened. I have the inspector's oath and affidavits concerning the mailing of the proxy statement and the annual report, and a list of shareholders as of the record date of the meeting, April 13th, 2017, is available for inspection should you require it. If you have a proxy to deliver, please raise your hand so it can be collected. Everyone should have a copy of the meeting agenda. If you do not, please raise your hand. 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 raise. 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 also hold a general Q&A 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 have 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 proxy. All statements discussed today, other than statements of historical fact, are forward-looking statements and are subject to certain risks and uncertainties that could cause actual results or performance to differ materially from historical results for those estimated or anticipated. These statements are based upon our current beliefs, assumptions, and expectations. We undertake no obligation to update these statements except as required by law. Please refer to the Risk Factor sections in our 2016 annual report on Form 10-K for more detailed discussion of risks that may affect the company's results or performance. We will now proceed with the consideration of and voting on the proposals. Shareholders are entitled to one vote per share for each proposal.
The board of directors has recommended that you approve each proposal.
Thank you, Nicole. We will now proceed to proposal one and the election of directors. Separate resolutions will be made to elect each of the directors. I move for the adoption of the following, each as director of the company: Anna C. Catalano, Victor F. Ganzi, John J. Haley, Wendy E. Lane, Brendan R. O'Neill, Jaymin Patel, Linda D. Rabbitt, Paul Thomas, Jeffrey W. Ubben, Wilhelm Zeller. Is there a second for the election of these directors?
I second each of these resolutions. I also move for the adoption of James F. McCann as a director of the company. Is there a second? I second.
Very good moves. If there are no questions on any of these resolutions, those voting by ballot should mark resolutions 1A to 1K on their ballots in relation to the election of each of the following individuals as director. A, Anna Catalano, B, Victor Ganzi, C, John Haley, D, Wendy Lane, E, James McCann, F, Brendan O'Neill, G, Jaymin Patel, H, Linda Rabbitt, I, Paul Thomas, J, Jeffrey Ubben, and K, Wilhelm Zeller. We will now proceed to proposal two relating to the ratification on an ordinary basis of the appointment of Deloitte & Touche LLP to audit the company's financial statement and two, Deloitte LLP to audit the company's Irish statutory accounts and the authorization in a binding vote to the board acting through the audit and risk committee to fix the independent auditor's remuneration.
The full text of the resolution is set forth on pages 28 to 30 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 the adoption of this resolution. Is there a second?
I second the resolution.
If there are no questions on the resolution, those voting by ballot should mark resolution 2 on their ballots. We will now proceed to proposal 3 relating to the approval on an advisory basis of the named executive officer compensation. The full text of the resolution is set forth on page 31 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 the adoption of this resolution. Is there a second?
I second the resolution.
If there are no questions on this resolution, as there are no questions. Are there any questions on this resolution? As there are no questions, those voting by ballot should mark resolution three on their ballots. We will now proceed to proposal number four, relating to the approval on an advisory basis of the frequency of the advisory vote on named executive officer compensation. The full text of the resolution is set forth on page 86 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 the adoption of this resolution. Is there a second?
I second the resolution.
If there are no questions on this resolution, those voting by ballot should mark resolution four on their ballots. We will now proceed to proposal five relating to amending the company's articles of association to implement proxy access. The full text of the resolution is set forth on pages 87-90 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 the adoption of this resolution. Is there a second?
I second the resolution.
If there are no questions on this resolution, those voting by ballot should mark resolution five on their ballots. We will now proceed to proposal 5A, amending the company's articles of association to provide a plurality voting standard in the event of a contested election when the number of director nominees exceeds the number of directors to be elected. The full text of the resolution is set forth on pages 91 to 92 of the proxy statement, and I will take that as read by all shareholders in attendance in the meeting, unless there are any objections. I move for the adoption of this resolution. Is there a second?
I second the resolution.
If there are no questions on this resolution, those voting by ballot should mark resolution 5A on their ballots. We will now proceed to proposal 6B, relating to the amending the company's articles of association to grant the board the sole authority to determine its size. The full text of the resolution is set forth on page 92 of the proxy statement, and I will take that as read by all shareholders in attendance at the meeting, unless there are any objections. I move for the adoption of this resolution. Is there a second?
I second the resolution.
If there are no questions on this resolution, those voting by ballot should mark resolution 6B on their ballot. We will now proceed to proposal 7A relating to the amending the company's articles of association to enhance the advance notice provisions and make certain administrative amendments in connection with the Companies Act 2014. The full text of the resolution is set forth on pages 93-94 of the proxy statement, and I will take that as read by all shareholders in attendance at the meeting, unless there are any objections. I move for the adoption of this resolution. Is there a second?
I second the resolution.
If there are no questions on this resolution, those voting by ballot should mark resolution 7A on their ballots. We will now proceed to proposal 7B relating to making certain administrative amendments to the company's memorandum of association, including in connection with the Companies Act 2014. The full text of the resolution is set forth on pages 95 of the proxy statement, and I will take that as read by all shareholders in attendance at the meeting, unless there are any objections. I move for the adoption of this resolution. Is there a second?
I second the resolution.
If there are no questions on this resolution, those voting by ballot should mark resolution 7B on their ballots. We will now proceed to proposal eight relating to the renewal of the board's authority to issue shares under Irish law. The full text of the resolution is 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 questions or objections. I move for the adoption of this resolution. Is there a second?
I second the resolution.
If there are no questions on this resolution, those voting by ballot should mark resolution eight on their ballots. We will now proceed to proposal nine relating to the renewal of the board's authority to opt out of any pre-emption rights under Irish law. The full text of the resolution is set forth on pages 97 to 98 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 the adoption of this resolution. Is there a second?
I second the resolution.
If there are no questions on this resolution, those voting by ballot should mark resolution nine on their ballots. Please pass your ballot to our collectors. If you have any proxy card or legal proxy, please submit it all along with your ballot to ensure your vote will be counted correctly.
I think we have them all, Mr. Chairman.
Thank you. I now lay before the meeting the company's financial statements for the financial year ended December 31st, 2016, prepared in accordance with Irish law, and the reports of the directors and auditors of the Irish statutory accounts. Are there any questions concerning the company or any other matters that may properly come before the meeting? If there are no questions, I shall ask the Inspector of Election to report. Christopher?
I report that the preliminary results on the matters brought before the meeting are as follows. All director nominees have each been elected until the next annual general meeting of shareholders of the company or until their respective successors are elected or appointed. Each director received in excess of 89.54% voting in favor. The ratification on an advisory basis of the appointment of Deloitte & Touche LLP to audit the company's financial statements and Deloitte LLP to audit the company's Irish statutory accounts, and the authorization of the audit and risk committee on behalf of the board to fix the independent auditor remuneration was approved with 98.72% voting in favor. The advisory vote on a non-binding basis to approve the compensation of the company's named executive officers received 85.61% voting in favor.
The advisory vote on a non-binding basis on the frequency of the advisory vote of the compensation of the company's named executives officers received 97.6% voting for one year, 0.09% voting for two years, and 2.31% voting for three years. The vote to amend the company's articles of association to implement proxy access received 99.47% voting in favor and 0.53% voting against. The vote to amend the company's articles of association to provide for a plurality voting standard in the event of a contested election, where the number of director nominees exceeds the number of directors to be elected, received 99.83% voting in favor and 0.17% voting against. The vote to amend the company's articles of association to grant the board the sole authority to determine its size received 97.45% voting in favor and 2.55% voting against.
The vote to amend the articles of association to enhance the advance notice provisions and make certain administrative amendments in connection with the Companies Act 2014 received 99.51% voting in favor and 0.49% voting against. The vote to amend the memorandum of association to make certain administrative amendments, including in connection with the Companies Act 2014, received 99.85% voting in favor and 0.15% voting against. The vote to renew the directors' authority to issue shares under Irish law for issuances up to 33% of the company's outstanding share capital received 99.0% voting in favor and 0.93% voting against. Finally, the vote to renew the directors' authority to opt out of statutory preemption rights under Irish law for rights issues, and separately, for issuance up to 10% of the company's outstanding share capital, received 97.94% voting in favor and 2.06% voting against. This concludes the report of the Inspector.
Reporting on the inspection of the election is Christopher J. Woods from American Election Services. Chris, doing that without any notes is just frankly amazing. I don't know how you do that.
Thank you, Jim.
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 the meeting. As there is no other business to come before the meeting, I declare the meeting closed. Thank you very much for your attendance and participation.