8-K
Aon plc (AON)
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): August 1, 2025
Aon plc
(Exact Name of Registrant as Specified in Charter)
| Ireland | 1-7933 | 98-1539969 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br>Identification No.) |
15 George’s Quay, Dublin 2, Ireland D02 VR98
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: +353 1 266 6000
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)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Class A Ordinary Shares $0.01 nominal value | AON | New York Stock Exchange |
| Guarantees of Aon plc’s 3.875% Senior Notes due 2025 | AON25 | New York Stock Exchange |
| Guarantees of Aon plc’s 2.875% Senior Notes due 2026 | AON26 | New York Stock Exchange |
| Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.85% Senior Notes due 2027 | AON27 | New York Stock Exchange |
| Guarantees of Aon North America, Inc.’s 5.125% Senior Notes due 2027 | AON27B | New York Stock Exchange |
| Guarantees of Aon North America, Inc.’s 5.150% Senior Notes due 2029 | AON29 | New York Stock Exchange |
| Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.05% Senior Notes due 2031 | AON31 | New York Stock Exchange |
| Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.60% Senior Notes due 2031 | AON31A | New York Stock Exchange |
| Guarantees of Aon North America, Inc.’s 5.300% Senior Notes due 2031 | AON31B | New York Stock Exchange |
| Guarantee of Aon Corporation and Aon Global Holdings plc’s 5.00% Senior Notes due 2032 | AON32 | New York Stock Exchange |
| Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.35% Senior Notes due 2033 | AON33 | New York Stock Exchange |
| Guarantees of Aon North America, Inc.’s 5.450% Senior Notes due 2034 | AON34 | New York Stock Exchange |
| Guarantees of Aon plc’s 4.250% Senior Notes due 2042 | AON42 | New York Stock Exchange |
| Guarantees of Aon plc’s 4.45% Senior Notes due 2043 | AON43 | New York Stock Exchange |
| Guarantees of Aon plc’s 4.600% Senior Notes due 2044 | AON44 | New York Stock Exchange |
| Guarantees of Aon plc’s 4.750% Senior Notes due 2045 | AON45 | New York Stock Exchange |
| Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.90% Senior Notes due 2051 | AON51 | New York Stock Exchange |
| Guarantees of Aon Corporation and Aon Global Holdings plc’s 3.90% Senior Notes due 2052 | AON52 | New York Stock Exchange |
| Guarantees of Aon North America, Inc.’s 5.750% Senior Notes due 2054 | AON54 | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On August 1, 2025, the Board of Directors (the “Board”) of Aon plc (the “Company”) increased the size of the Board to thirteen members and appointed Jo Ann Jenkins as a director of the Company, effective August 15, 2025. Ms. Jenkins will serve until the Company’s 2026 annual general meeting of shareholders, when she is expected to be subject to re-election by a vote of the Company’s shareholders. The Board has appointed Ms. Jenkins to the Audit Committee of the Board, also effective August 15, 2025. The Board determined that Ms. Jenkins is independent as defined by the listing standards of the New York Stock Exchange and under the Company’s independence standards, as well as Rule 10A-3 under the Securities and Exchange Act of 1934.
Ms. Jenkins most recently served as the Chief Executive Officer of AARP, a nonprofit, nonpartisan membership organization dedicated to issues affecting Americans over 50, a position she held from 2014 until her retirement from the role in 2024. Prior to her appointment as CEO, Ms. Jenkins served as AARP’s Chief Operating Officer, and before that as president of AARP Foundation. Before joining AARP, Ms. Jenkins served at the Library of Congress as Chief Operating Officer and Chief of Staff. She has also held a variety of senior roles at the U.S. Department of Agriculture, the U.S. Department of Transportation, and the U.S. Department of Housing and Urban Development. Ms. Jenkins serves on the board of directors of General Mills, Inc., a multinational food company, and Avnet, Inc., an electronic components distributor.
Ms. Jenkins will receive compensation as a non-management director in accordance with the Company’s compensation practices for non-management directors (prorated based on her start date), which are generally described in the Company’s Proxy Statement for the Company’s 2025 annual general meeting of shareholders filed with the U.S. Securities and Exchange Commission on April 28, 2025. In addition, the Company will enter into its standard deed of indemnity for directors of the Company with Ms. Jenkins.
There is no arrangement between Ms. Jenkins and any other person pursuant to which she was selected as a director. Ms. Jenkins has not engaged in any transaction with the Company that would be reportable as a related person transaction under Item 404(a) of Regulation S-K.
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: August 4, 2025