TOWERS WATSON & CO. DEF14A


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

SCHEDULE 14A

______________


Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.      )

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Filed by a Party other than the Registrant:            

Check the appropriate box:

       

Preliminary Proxy Statement

       

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

       

Definitive Proxy Statement

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Definitive Additional Materials

       

Soliciting Material Pursuant to Rule 14a-12

TOWERS WATSON & CO.

(Name of Registrant as Specified in Its Charter)

                                                                                                                  

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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Fee paid previously with preliminary materials.

       

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Amount Previously Paid:

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Form, Schedule or Registration Statement No.:

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on November 11, 2011


 

 

Meeting Information

TOWERS WATSON & CO

 

Meeting Type: Annual Meeting

 

For holders as of: September 19, 2011

 

 

Date: November 11, 2011

Time: 9:00 AM EST

 

 

Location:

W. New York Hotel

 

 

 

541 Lexington Avenue

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TOWERS WATSON & CO

ATTN: LEGAL DEPARTMENT

901 N. GLEBE ROAD

ARLINGTON, VA 22203

 

 

New York, NY 10022

 

 

 

You are receiving this communication because you hold shares in the above named company.

 

 

 

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

 

 

 

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

 

 

 

 

See the reverse side of this notice to obtain proxy materials and voting instructions





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— Before You Vote —

How to Access the Proxy Materials


 

Proxy Materials Available to VIEW or RECEIVE:

NOTICE AND PROXY STATEMENT

ANNUAL REPORT

How to View Online:

Have the information that is printed in the box marked by the arrow

[notice003.jpg]

XXXX XXXX XXXX

(located on the

following page) and visit: www.proxyvote.com

How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

1) BY INTERNET:  www.proxyvote.com

2) BY TELEPHONE:  1-800-579-1639

3) BY E-MAIL*:  sendmaterial@proxyvote.com

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box

marked by the arrow

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(located on the following page) in the subject line.

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before October 30, 2011 to facilitate timely delivery.

 



— How to Vote —

Please Choose One of the Following Methods


 

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box

marked by the arrow

[notice003.jpg]

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available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 




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Voting Items

 

 

The Board of Directors recommends you vote

FOR Proposals 1, 2 and 3:

 

1.

Elect eight Directors to serve until the next Annual Meeting of stockholders, or until their successors are elected and qualified (Proposal No. 1).

 

Vote on Ratification of Deloitte & Touche LLP

 

 

 

 

 

 

 

 

 

1a.

John J. Gabarro

 

2.

Ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2012 (Proposal 2).

 

 

 

 

 

 

 

 

1b.

Victor F. Ganzi

 

 

 

 

 

 

 

 

 

 

1c.

John J. Haley

 

 

 

 

 

 

 

 

3.

To approve, by non-binding vote, the compensation of our named executive officers.

 

 

1d.

Brendan R. O'Neill

 

 

 

 

 

 

 

 

 

 

 

1e.

Linda D. Rabbitt

 

The Board of Directors recommends you vote 1 year on the following proposal:

 

 

 

 

 

 

 

1f.

Gilbert T. Ray

 

 

 

 

 

 

 

 

4.

To recommend, by non-binding vote, the frequency of non-binding votes on the compensation of our named executive officers.

 

 

1g.

Paul Thomas

 

 

 

 

 

 

 

 

 

 

1h.

Wilhelm Zeller

 

 

 

 

 

 

 

 

5.

In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any postponement or adjournment thereof.

 



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