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): June 24, 2016
Aon plc
(Exact Name of Registrant as Specified in Charter)
|
England and Wales |
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1-7933 |
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98-1030901 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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122 Leadenhall Street, London, England |
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EC3V 4AN |
Registrant’s telephone number, including area code: +44 20 7623 5500
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual General Meeting of Shareholders (the “Annual Meeting”) on June 24, 2016. A total of 237,422,140 Class A Ordinary Shares, or 89.62% of the total shares entitled to vote, were represented at the Annual General Meeting in person or by proxy.
Shareholders voted on the following eleven proposals at the Annual Meeting, all of which are described in the 2016 Proxy Statement, and cast their votes as described below:
1. The election of eleven nominees to serve as Directors. All of the nominees were elected.
|
Nominee |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
|
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Lester B. Knight |
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216,597,825 |
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3,944,615 |
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119,205 |
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16,760,495 |
|
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Gregory C. Case |
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217,987,418 |
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2,556,052 |
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118,175 |
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16,760,495 |
|
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Fulvio Conti |
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220,208,108 |
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276,858 |
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176,679 |
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16,760,495 |
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Cheryl A. Francis |
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218,276,565 |
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2,232,028 |
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153,052 |
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16,760,495 |
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James W. Leng |
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218,663,854 |
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1,819,729 |
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178,062 |
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16,760,495 |
|
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J. Michael Losh |
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216,949,821 |
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3,541,212 |
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170,612 |
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16,760,495 |
|
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Robert S. Morrison |
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215,310,483 |
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5,176,637 |
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174,525 |
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16,760,495 |
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Richard B. Myers |
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217,082,686 |
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3,432,302 |
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146,657 |
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16,760,495 |
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Richard C. Notebaert |
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214,551,286 |
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5,983,146 |
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127,213 |
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16,760,495 |
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Gloria Santona |
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218,072,704 |
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2,462,572 |
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126,369 |
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16,760,495 |
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Carolyn Y. Woo |
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215,646,810 |
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4,913,571 |
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101,264 |
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16,760,495 |
|
2. An advisory vote to approve executive compensation. This advisory resolution was approved.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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175,962,049 |
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43,377,389 |
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1,322,207 |
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16,760,495 |
3. An advisory vote to approve the directors’ remuneration report contained within the Company’s annual report and accounts. This advisory resolution was approved.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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180,924,123 |
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38,415,264 |
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1,322,258 |
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16,760,495 |
4. The receipt of the Company’s annual report and accounts, together with the reports of the directors and auditors for the year ended December 31, 2015. This ordinary resolution was approved.
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For |
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Against |
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Abstain |
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236,331,930 |
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126,531 |
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963,679 |
5. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year 2016. This ordinary resolution was approved.
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For |
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Against |
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Abstain |
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235,565,245 |
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1,694,371 |
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162,524 |
6. The re-appointment of Ernst & Young LLP as the Company’s U.K. statutory auditors 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.
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For |
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Against |
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Abstain |
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235,981,279 |
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1,272,997 |
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167,864 |
7. The authorization of the directors to determine the remuneration of Ernst & Young LLP as the Company’s statutory auditors. This ordinary resolution was approved.
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For |
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Against |
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Abstain |
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235,643,365 |
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1,500,341 |
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278,434 |
8. The approval of certain forms of contracts for use in effecting purchases of shares pursuant to the Company’s share repurchase program and the counterparties with whom the Company may conduct such repurchase transactions. This ordinary resolution was approved.
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For |
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Against |
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Abstain |
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232,759,564 |
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4,462,574 |
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200,002 |
9. The authorization of the directors to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares of the Company. This ordinary resolution was approved.
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For |
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Against |
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Abstain |
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221,961,447 |
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15,173,720 |
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286,973 |
10. The authorization of the directors to allot equity securities for cash without preemptive rights. This special resolution was approved.
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For |
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Against |
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Abstain |
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231,836,063 |
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4,896,805 |
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689,272 |
11. The authorization of the Company and its subsidiaries to make political donations and expenditures. This ordinary resolution was approved.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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218,117,955 |
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2,220,617 |
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323,073 |
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16,760,495 |