AON 8-K
Aon plc (AON)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: +
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 (see General Instruction A.2. below):
| 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 |
Name of each 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 14, 2025 (the “Transition Date”), Eric Andersen transitioned to a new role as Senior Advisor and ceased to serve as President of Aon plc (the “Company”) and Aon Corporation in accordance with Section 5(a) of the employment agreement dated July 26, 2023, by and between Mr. Andersen and Aon Corporation, as filed as Exhibit 10.86 to the Company’s Annual Report on Form 10-K filed on February 18, 2025.
Also on the Transition Date, Gregory C. Case, the Company’s Chief Executive Officer, assumed the additional title of President of the Company and Aon Corporation. Information regarding Mr. Case that is responsive to Items 401(b), (d), (e) and Item 404(a) of Regulation S-K is incorporated by reference herein from the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024.
On the Transition Date, the Company and Aon Corporation entered into an amendment (the “Amendment”) to the Amended and Restated Employment Agreement dated January 16, 2015, and amended April 20, 2018, May 15, 2018, July 26, 2021, and April 2, 2024, with Mr. Case. The Amendment reflects that Mr. Case has assumed the additional title of President and makes no changes to Mr. Case’s compensation arrangements. The foregoing summary is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
A copy of a press release issued by the Company on March 17, 2025, corresponding to the role transitions described above is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number |
Exhibit Title or Description | |
| 10.1 | Amendment to Employment Agreement, dated as of March 14, 2025, by and among Aon plc, Aon Corporation and Gregory C. Case. | |
| 99.1 | Press Release issued by Aon plc on March 17, 2025. | |
| 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.
| Aon plc | ||
| By: | /s/ Darren Zeidel | |
| Name: | Darren Zeidel | |
| Title: | Executive Vice President, General Counsel and Company Secretary | |
Date: March 17, 2025
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”), effective as of March 14, 2025, attaches to and forms part of that certain Amended and Restated Employment Agreement dated as of January 16, 2015 (the “Agreement”), as amended April 20, 2018, May 15, 2018, July 26, 2021, and April 2, 2024, among Aon Corporation, a Delaware corporation (the “Company”), Aon plc, a public limited company organized under Irish law (the “Parent”), and Gregory C. Case (the “Executive”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the parties mutually desire to adjust Executive’s title and responsibilities such that his position shall be Chief Executive Officer and President, of both the Parent and the Company.
NOW THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:
| 1. | The second sentence of Section 2(a), Position and Duties; Responsibilities; Board Service, is hereby deleted in its entirety and replaced with the following: “The Executive shall serve as both the Company’s and the Parent’s Chief Executive Officer and President.” |
| 2. | The remaining provisions of the Agreement shall remain in effect as originally adopted. |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement as of the date set forth above.
| AON CORPORATION | EXECUTIVE | |||
| /s/ Lisa Stevens |
/s/ Gregory C. Case | |||
| Lisa Stevens | Gregory C. Case | |||
| Executive Vice President & | CEO, Aon plc | |||
| Chief Administrative Officer | CEO, Aon Corporation | |||
| AON PLC | ||||
| /s/ Lisa Stevens |
||||
| Lisa Stevens | ||||
| Executive Vice President & | ||||
| Chief Administrative Officer | ||||
Exhibit 99.1
Aon Announces Transition of President
DUBLIN, March 17, 2025 – Aon plc (NYSE: AON), a leading global professional services firm, announced today that Eric Andersen has transitioned from his role as president to serve as a senior advisor to Greg Case, CEO of Aon, through June 2026. The role of president has been assumed by Case.
Andersen joined Aon with the firm’s acquisition of Minet in 1997 and has played a significant role over the last 28 years in advancing the firm’s Aon United strategy, resulting in positive outcomes for clients, colleagues and shareholders. Most recently as president, Andersen helped bring together Aon’s integrated Risk Capital (Reinsurance and Commercial Risk) and Human Capital (Health, Wealth and Talent) capabilities and operationalize Aon’s 3x3 Plan to go further, faster to serve clients.
“Eric has exemplified what it means to be Aon United – putting our clients first, championing innovation and addressing some of the greatest risks facing business and society,” said Case. “Across our global firm, you can see Eric’s impact in the strength of our integrated offerings and expertise, the next-generation actionable analytics we’re introducing to clients and the innovative solutions we’re creating to address risk and people issues around the world. On behalf of our 60,000 colleagues, I want to thank Eric for his leadership and the depth of the contributions he made to help position our firm to deliver distinctive value for our clients well into the future.”
“I’m deeply grateful to have spent nearly three decades with Aon, working alongside an incredibly talented group of colleagues, partners and clients,” said Andersen. “It’s been a privilege to be a part of such an exciting journey at Aon. With the firm’s 3x3 Plan and a strong executive team in place, alongside the successful integration of NFP, now is the right time to move into an advisory role and I look forward to seeing the firm continue to grow and succeed in the years to come.”
More information is available in the firm’s Current Report on Form 8-K, filed today with the U.S. Securities and Exchange Commission, which can be found on Aon’s investor relations website.
About Aon
Aon plc (NYSE: AON) exists to shape decisions for the better — to protect and enrich the lives of people around the world. Through actionable analytic insight, globally integrated Risk Capital and Human Capital expertise, and locally relevant solutions, our colleagues provide clients in over 120 countries with the clarity and confidence to make better risk and people decisions that protect and grow their businesses.
Follow Aon on LinkedIn, X, Facebook and Instagram. Stay up-to-date by visiting Aon’s newsroom and sign up for news alerts here.
1
Media Contact
Toll-free (U.S., Canada and Puerto Rico): +1 833 751 8114
International: +1 312 381 3024
2