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TW > SEC Filings for TW > Form 8-K on 19-Nov-2013All Recent SEC Filings

Show all filings for TOWERS WATSON & CO.

Form 8-K for TOWERS WATSON & CO.


Change in Directors or Principal Officers, Submission of Matters to a Vote of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(e) Compensatory Arrangements of Certain Officers.

On November 14, 2013, the Compensation Committee of Towers Watson & Co. (the "Company") approved a Non-Qualified Deferred Savings Plan for U.S. associates (the "Plan"). The Plan is an unfunded deferred compensation plan for select management and other highly-compensated associates, including the Company's executive officers. The purpose of the Plan is to provide a select group of associates who contribute significantly to the future success of the Company with a means to defer receipt of a portion of their compensation, and potentially to receive a discretionary matching contribution from the Company. All associate deferrals, and all Company matches, will be credited in the form of Company stock units under the Towers Watson & Co. 2009 Long Term Incentive Plan; as a result, the value of the notional account will be aligned with the value of the Company's underlying stock.

Under the Plan, eligible associates may defer up to 6% of eligible salary and bonus compensation ("Eligible Compensation"). The matching contribution from the Company is discretionary, and initially (to the extent provided) will be in an amount of 100% of a participant's deferred amount, up to 2% of Eligible Compensation; and 50% of a participant's deferred amount, in excess of 2%, and not greater than 6%, of Eligible Compensation. Participants will be fully vested at all times in their elective deferred amount, and any earnings on such deferrals. Unless otherwise determined by the governing Company committee, Company matching contributions will fully vest on the earliest of two years of service (as calculated under the Company's qualified savings plan), the participant's death and the participant's disability (as determined in accordance with the Company's long-term disability plan). Each account shall be deemed invested in shares of Company stock, and shall be paid in shares of Company stock. To comply with IRC Section 409A, payments will be made on the first business day of the month following the date that is six months after the participant's separation from service.

Effective January 1, 2014, executive officers will no longer receive supplemental excess match payments tied to the current Towers Watson Savings Plan. The excess match payments will be discontinued for all employees effective January 1, 2014.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Towers Watson & Co. (the "Company") held its Annual Meeting of Stockholders on November 15, 2013. Of the 70,921,912.089 shares outstanding and entitled to vote, 57,403,202 shares were represented at the meeting, or 80.93%, sufficient to constitute a quorum. The final results of voting for each matter submitted to a vote of stockholders at the meeting are as follows:

Proposal 1 - Election of Directors

The Company's stockholders elected eight individuals to the Board of Directors to serve as directors until the Annual Meeting of Stockholders in 2014 and until their successors have been duly elected and qualified by the following vote:

                     Votes Cast   Votes Cast    Votes     Broker
                        For        Against     Abstain   Non-Votes

Victor F. Ganzi      53,900,630      112,518   226,096   3,163,958

John J. Haley        51,371,395    2,626,307   241,542   3,163,958

Leslie S. Heisz      53,753,985      229,184   256,075   3,163,958

Brendan R. O'Neill   53,522,322      491,756   225,166   3,163,958

Linda D. Rabbitt     53,770,021      219,865   249,358   3,163,958

Gilbert T. Ray       53,640,412      373,416   225,416   3,163,958

Paul Thomas          53,896,596      109,818   232,830   3,163,958

Wilhelm Zeller       53,718,624      283,317   237,303   3,163,958

Proposal 2 - Ratification of Selection of Independent Registered Public Accounting Firm

The Company's stockholders ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2014. There were 56,929,147 votes for the selection, 252,922 votes against the selection, and 221,133 abstentions.

Proposal 3 - Non-Binding Advisory Vote on the Compensation of our Named Executive Officers

The Company's stockholders approved, by a non-binding advisory vote, the compensation of our named executive officers by the following vote:
52,828,336 votes for, 905,215 against, 505,693 abstentions, and 3,163,958 broker non-votes.

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