Aon plc 8-K, filed Jun 25, 2020
Aon plc (AON)
About this 8-K
Aon plc filed this 8-K on June 25, 2020, reporting on events of June 19, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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):
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Securities registered pursuant to Section 12(b) of the Act:
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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 June 19, 2020, Aon Corporation, an indirect, wholly owned subsidiary of Aon plc, 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, 2020, to expire on June 30, 2021.
On June 19, 2020, 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, 2020, to expire on June 30, 2021.
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.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Aon plc (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”) on June 19, 2020. A total of 208,539,160 Class A Ordinary shares, or 90.24%, of the total shares entitled to vote, were represented at the Annual Meeting in person or by proxy.
Shareholders voted on the following five proposals at the Annual Meeting, all of which are described in the Company’s proxy statement for the Annual Meeting, and cast their votes as described below:
| 1. | The re-election of 11 nominees to serve as directors. All of the nominees were elected. |
| Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
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| Lester B. Knight |
173,911,492 |
21,087,755 |
130,500 |
13,409,413 |
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| Gregory C. Case |
189,026,467 |
5,990,453 |
112,827 |
13,409,413 |
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| Jin-Yong Cai |
192,302,088 |
2,671,861 |
155,798 |
13,409,413 |
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| Jeffrey C. Campbell |
188,922,241 |
6,073,395 |
134,111 |
13,409,413 |
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| Fulvio Conti |
185,759,407 |
9,223,520 |
146,820 |
13,409,413 |
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| Cheryl A. Francis |
190,032,425 |
4,976,566 |
120,756 |
13,409,413 |
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| J. Michael Losh |
181,308,225 |
13,656,203 |
165,319 |
13,409,413 |
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| Richard B. Myers |
184,219,718 |
10,750,363 |
159,666 |
13,409,413 |
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| Richard C. Notebaert |
182,292,760 |
12,691,145 |
145,842 |
13,409,413 |
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| Gloria Santona |
184,235,462 |
10,771,611 |
122,674 |
13,409,413 |
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| Carolyn Y. Woo |
184,178,155 |
10,814,450 |
137,142 |
13,409,413 |
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| 2. | An advisory vote to approve executive compensation. This advisory resolution was approved. |
| For |
Against |
Abstain |
Broker Non-Votes |
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| 179,631,159 |
15,160,167 |
338,421 |
13,409,413 |
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| 3. | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2020. This ordinary resolution was approved. |
| For |
Against |
Abstain |
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| 201,148,837 |
7,282,501 |
107,822 |
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| 4. | 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 next annual general meeting where accounts are laid before the Company. This ordinary resolution was approved. |
| For |
Against |
Abstain |
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| 201,178,264 |
7,244,602 |
116,294 |
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| 5. | 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 |
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| 207,488,737 |
913,979 |
136,444 |
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |||
| 10.1 |
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| 10.2 |
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| 104 |
Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101). | |||
* * * *
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 24, 2020 |
AON PLC | |||||
| By: |
/s/ Molly Johnson | |||||
| Molly Johnson | ||||||
| Assistant Company Secretary | ||||||
Exhibit 10.1
Christa Davies
Aon Corporation
United States
June 19, 2020
International Assignment: Chicago, Illinois to London, England
Dear Christa,
This letter serves to amend your international assignment letter effective July 1, 2016 governing the terms of your international assignment from Chicago, Illinois to London, England (your “International Assignment Letter”).
Pursuant to this letter, the term of your international assignment shall be extended an additional one year, through June 30, 2021.
Except as otherwise expressly modified herein, the terms of the International Assignment Letter, and your acknowledgment and acceptance thereof, shall continue in full force and effect.
Please confirm acceptance of the terms and conditions of this letter by signing below and returning a copy of the signed letter to me.
Sincerely,
| /s/ Lisa Stevens |
| Lisa Stevens |
| Chief People Officer |
Acknowledged and Agreed:
| /s/ Christa Davies |
| Christa Davies |
Exhibit 10.2
Gregory Case
Aon Corporation
United States
June 19, 2020
International Assignment: Chicago, Illinois to London, England
Dear Greg,
This letter serves to amend your international assignment letter effective July 1, 2016 governing the terms of your international assignment from Chicago, Illinois to London, England (your “International Assignment Letter”).
Pursuant to this letter, the term of your international assignment shall be extended an additional one year, through June 30, 2021.
Except as otherwise expressly modified herein, the terms of the International Assignment Letter, and your acknowledgment and acceptance thereof, shall continue in full force and effect.
Please confirm acceptance of the terms and conditions of this letter by signing below and returning a copy of the signed letter to me.
| Sincerely, |
| /s/ Lisa Stevens |
| Lisa Stevens |
| Chief People Officer |
| Acknowledged and Agreed: |
| /s/ Gregory Case |
| Gregory Case |