Arthur J. Gallagher & Co 8-K, filed Mar 4, 2022
Arthur J. Gallagher & Co. (AJG)
About this 8-K
Arthur J. Gallagher & Co filed this 8-K on March 4, 2022, reporting on events of March 2, 2022.
Items reported
- Item 3.01: Delisting notice or listing transfer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On March 2, 2022, Arthur J. Gallagher & Co. (the “Company”) notified the New York Stock Exchange (the “NYSE”) of the Company’s non-compliance with Section 303A.05 of the NYSE Listed Company Manual, which requires that listed companies have a compensation committee composed entirely of independent directors. In the course of conducting its annual governance review, the Company determined that D. John Coldman, a current director of the Company, had entered into an employment agreement to provide advisory services to one of the Company’s UK subsidiaries. As a result, Mr. Coldman does not qualify as an independent director as defined in Section 303A.02 of the NYSE Listed Company Manual. Mr. Coldman has resigned as a member of the Compensation Committee. As a result of this action, the Compensation Committee is now composed entirely of independent directors. Mr. Coldman continues to serve as a member of the Company’s Board of Directors.
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: March 4, 2022 | /s/ WALTER D. BAY | |||||
| Walter D. Bay Vice President, General Counsel and Secretary | ||||||