8-K
Arthur J. Gallagher & Co. (AJG)
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): May 12, 2020
ARTHUR J. GALLAGHER & CO.
(Exact name of registrant as specified in its charter)
| Delaware | 1-09761 | 36-2151613 |
|---|---|---|
| (State or other jurisdiction of<br> <br>incorporation or organization) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>Identification Number) |
| 2850 W. Golf Road, Rolling Meadows, Illinois | 60008-4050 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (630) 773-3800
Not Applicable
(Former name or former address, if changed since last report)
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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $1.00 par value | AJG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
The Company held its Annual Meeting of Stockholders on May 12, 2020 (the “Annual Meeting”). At the Annual Meeting, four items were submitted to the Company’s stockholders. The items are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 23, 2020 (the “Proxy Statement”).
At the Annual Meeting, the Company’s stockholders (i) elected all ten director nominees, whose names appear below, to serve until the Company’s 2021 Annual Meeting of Stockholders, (ii) approved ratification of the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2020 (“Auditor Ratification”), (iii) approved, on a non-binding advisory basis, the Company’s named executive officers’ compensation (“Say-on-Pay”) and (iv) did not approve a stockholder proposal regarding a diversity search policy for director nominees and chief executive officers (“Diversity Search Policy”). The final voting results are set forth below:
| Election of Directors | For | Against | Abstain | Broker<br>Non-Votes* | ||||
|---|---|---|---|---|---|---|---|---|
| Sherry S. Barrat | 148,567,273 | 2,599,823 | 91,080 | 14,912,210 | ||||
| William L. Bax | 143,083,779 | 8,076,640 | 97,757 | 14,912,210 | ||||
| D. John Coldman | 150,674,368 | 433,002 | 150,806 | 14,912,210 | ||||
| Frank E. English, Jr. | 147,527,597 | 3,580,939 | 149,640 | 14,912,210 | ||||
| J. Patrick Gallagher, Jr. | 142,788,809 | 7,876,739 | 592,628 | 14,912,210 | ||||
| David S. Johnson | 142,435,169 | 8,726,472 | 96,535 | 14,912,210 | ||||
| Kay W. McCurdy | 138,532,928 | 12,434,584 | 290,664 | 14,912,210 | ||||
| Christopher C. Miskel | 150,544,124 | 554,815 | 159,237 | 14,912,210 | ||||
| Ralph J. Nicoletti | 150,342,681 | 756,204 | 159,291 | 14,912,210 | ||||
| Norman L. Rosenthal | 147,175,552 | 3,984,281 | 98,343 | 14,912,210 | ||||
| Auditor Ratification | 156,531,065 | 9,519,626 | 119,695 | — | ||||
| Say-on-Pay | 140,613,477 | 10,488,097 | 156,602 | 14,912,210 | ||||
| Diversity Search Policy | 36,723,783 | 113,546,604 | 987,789 | 14,912,210 | ||||
| * | Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted with respect to a non-routine proposal because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. If a broker does not receive voting instructions from the beneficial owner, a broker may vote on routine matters, such as the ratification of the Independent Registered Public Accounting Firm, but may not vote on non-routine matters. Broker non-votes are counted for the purpose of determining the presence of a quorum but are not counted for the purpose of determining the number of shares entitled to vote on non-routine matters such as the election of directors, the advisory Say-on-Pay vote, and the Diversity Search Policy vote. | |||||||
| --- | --- |
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.
| Arthur J. Gallagher & Co. | ||
|---|---|---|
| Date: May 12, 2020 | By: | /s/ WALTER D. BAY |
| Walter D. Bay<br> <br>Vice President, General Counsel and Secretary |