UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 16, 2023, Aon Corporation, an indirect, wholly owned subsidiary of Aon plc (“Aon Corporation”), and Christa Davies entered into an amendment (the “Davies Amendment”) to the international assignment letter agreement dated July 1, 2016 between Aon Corporation and Ms. Davies (the “Davies International Assignment Letter”). The Davies Amendment extends the term of the Davies International Assignment Letter, which was set to expire on June 30, 2023, to expire on June 30, 2024.
On June 16, 2023, Aon Corporation and Gregory C. Case entered into an amendment (the “Case Amendment”) to the international assignment letter agreement dated July 1, 2016 between Aon Corporation and Mr. Case (the “Case International Assignment Letter”). The Case Amendment extends the term of the Case International Assignment Letter, which was set to expire on June 30, 2023, to expire on June 30, 2024.
The foregoing summaries are qualified in their entirety by reference to the Davies Amendment and the Case Amendment, copies of which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
On June 16, 2023, Aon plc held its 2023 Annual General Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders approved the Aon plc 2011 Incentive Plan, as amended and restated (the “Amended Plan”). The Amended Plan increases by 3,800,000 the maximum number of Class A Ordinary Shares available for issuance. The Amended Plan also removes certain provisions relating to Section 162(m) of the Internal Revenue Code that are no longer applicable following the elimination of the performance-based compensation exception to Section 162(m)’s limitation on deductibility by the Tax Cuts and Jobs Act, removes certain legacy provisions relating to the 2012 Redomestication that are no longer applicable, extends the date until which awards may be granted under the Amended Plan to April 19, 2033, and makes certain other clarifying changes.
Further information regarding the Amended Plan was provided in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2023 (the “Proxy Statement”) in the section entitled “Proposal 7 — Resolution to Approve the Aon plc 2011 Incentive Plan, As Amended and Restated”.
The foregoing summary of the Amended Plan is qualified in its entirety by reference to the complete text of the Amended Plan, a copy of which is attached hereto as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on June 16, 2023. A total of 185,627,827 Class A Ordinary shares, or 90.81% of the total shares entitled to vote, were represented at the Annual Meeting in person or by proxy.
Shareholders voted on the following seven proposals at the Annual Meeting, all of which are described in the Proxy Statement, and cast their votes as described below:
1. | The election of 12 nominees to serve as directors. All of the nominees were elected. |
Nominee |
For |
Against |
Abstain |
Broker Non-Votes | ||||
Lester B. Knight |
162,317,261 | 11,209,454 | 83,151 | 12,017,961 | ||||
Gregory C. Case |
171,357,292 | 2,117,587 | 74,987 | 12,017,961 | ||||
Jin-Yong Cai |
172,268,811 | 1,245,922 | 95,133 | 12,017,961 | ||||
Jeffrey C. Campbell |
160,246,164 | 13,271,180 | 92,522 | 12,017,961 | ||||
Fulvio Conti |
167,462,097 | 6,063,307 | 84,462 | 12,017,961 | ||||
Cheryl A. Francis |
168,001,192 | 5,521,953 | 86,721 | 12,017,961 | ||||
Adriana Karaboutis |
171,840,996 | 1,568,425 | 200,445 | 12,017,961 | ||||
Richard C. Notebaert |
165,462,012 | 8,051,258 | 96,596 | 12,017,961 | ||||
Gloria Santona |
167,940,512 | 5,594,762 | 74,592 | 12,017,961 | ||||
Sarah E. Smith |
173,019,071 | 515,070 | 75,725 | 12,017,961 | ||||
Byron O. Spruell |
171,888,900 | 1,581,491 | 139,475 | 12,017,961 | ||||
Carolyn Y. Woo |
166,570,480 | 6,944,038 | 95,348 | 12,017,961 |
2. | An advisory vote to approve executive compensation. This advisory resolution was approved. |
For |
Against |
Abstain |
Broker Non-Votes | |||
159,226,524 | 13,347,558 | 1,035,784 | 12,017,961 |
3. | An advisory vote to determine the frequency of holding an advisory vote to approve executive compensation. The shareholders voted to hold the vote “every year.” |
Every Year |
Every Two Years |
Every Three Years |
Abstain |
Broker Non-Votes | ||||
171,772,004 | 162,459 | 1,551,810 | 123,593 | 12,017,961 |
Based on the voting results on Item 3, the Company intends to hold the advisory vote on named executive officer compensation once every year. The Company intends to continue holding such advisory votes once every year until the next required advisory vote on the frequency of advisory votes on named executive officer compensation.
4. | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. This ordinary resolution was approved. |
For |
Against |
Abstain | ||
175,010,854 | 10,526,118 | 90,855 |
5. | The re-appointment of Ernst & Young Chartered Accountants as the Company’s statutory auditor under Irish law to hold office from the conclusion of the Annual Meeting until the conclusion of the next annual general meeting. This ordinary resolution was approved. |
For |
Against |
Abstain | ||
175,415,216 | 10,120,139 | 92,472 |
6. | The authorization of the Company’s Board of Directors or the Audit Committee to determine the remuneration of Ernst & Young Chartered Accountants as the Company’s statutory auditors. This ordinary resolution was approved. |
For |
Against |
Abstain | ||
182,625,485 | 2,897,246 | 105,096 |
7. | The approval of the Aon plc 2011 Incentive Plan, as amended and restated. This ordinary resolution was approved. |
For |
Against |
Abstain |
Broker Non-Votes | |||
163,776,328 | 9,388,716 | 444,822 | 12,017,961 |
* * * *
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description of Exhibit | |
10.1 | Amendment to International Assignment Letter, dated June 16, 2023, between Aon Corporation and Christa Davies. | |
10.2 | Amendment to International Assignment Letter, dated June 16, 2023, between Aon Corporation and Greg Case. | |
10.3 | Aon plc 2011 Incentive Plan, As Amended and Restated. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* * * *
SIGNATURES
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.
Date: June 22, 2023 | AON PLC | |||||
By: | /s/ Julie Cho | |||||
Julie Cho | ||||||
Assistant Company Secretary |