UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 9, 2010
Towers Watson & Co.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-34594 | 27-0676603 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| 875 Third Avenue New York, NY |
||
| 10022 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 725-7550
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 9, 2010, Towers Watson & Co. (the “Company”) held a special meeting of stockholders. The final voting results for the meeting are as follows:
| 1. | The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the restriction on the number of shares of Class B Common Stock that the Company’s Board of Directors can convert into shares of Class A Common Stock, as set forth below. |
Class B stockholders approved the amendment as follows:
| Class B votes for: |
18,287,059 | |
| Class B votes against: |
59,307 | |
| Class B abstentions: |
13,640 | |
| Class B broker non-votes: |
0 |
Class A and Class B stockholders approved the amendment as follows:
| Class A and Class B votes for: |
51,917,079 | |
| Class A and Class B votes against: |
377,337 | |
| Class A and Class B abstentions: |
79,141 | |
| Class A and Class B broker non-votes: |
0 |
| Item 8.01 | Other Events. |
On September 13, 2010, the Company filed a preliminary prospectus with the Securities and Exchange Commission in connection with a proposed secondary public offering of its Class A Common Stock. A copy of the press release announcing the filing of the preliminary prospectus is filed as an exhibit to and incorporated by reference into this report.
| Item 9.01 | Exhibits. |
(d) Exhibits
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Towers Watson & Co. press release dated September 13, 2010. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TOWERS WATSON & CO. | ||||
| Dated: September 15, 2010 | By: | /S/ NEIL D. FALIS | ||
| Name: | Neil D. Falis | |||
| Title: | Assistant Secretary | |||
Exhibit Index
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Towers Watson & Co. press release dated September 13, 2010. | |