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 21, 2018

 

 

Aon plc

(Exact Name of Registrant as Specified in Charter)

 

 

 

England and Wales		1-7933		98-1030901
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)
122 Leadenhall Street, London, England				EC3V 4AN
(Address of Principal Executive Offices)				(Zip Code)

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):

 

☐

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))

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.  ☐

 

 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 25, 2018, 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 originally set to expire on June 30, 2018, to expire on June 30, 2019.

On June 25, 2018, 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 originally set to expire on June 30, 2018, to expire on June 30, 2019.

The foregoing summaries are qualified in their entirety by reference to the Davies Amendment and the Case Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Aon plc held its Annual General Meeting of Shareholders (the “Annual Meeting”) on June 22, 2018. A total of 222,080,103 Class A Ordinary Shares, or 90.74% of the total shares entitled to vote, were represented at the Annual Meeting in person or by proxy.

Shareholders voted on the following eleven proposals at the Annual Meeting, all of which are described in the 2018 Proxy Statement, and cast their votes as described below:

 

1.

The election or re-election of eleven nominees to serve as Directors. All of the nominees were elected.

 

Nominee		For				Against				Abstain				Broker Non-Votes
Lester B. Knight			194,754,638				9,535,441				976,924			16,813,100
Gregory C. Case			200,731,141				4,378,894				156,968			16,813,100
Jin-Yong Cai			202,191,822				2,893,314				181,867			16,813,100
Jeffrey C. Campbell			204,044,280				1,049,207				173,516			16,813,100
Fulvio Conti			202,698,542				2,379,635				188,826			16,813,100
Cheryl A. Francis			201,538,366				3,578,033				150,604			16,813,100
J. Michael Losh			193,128,705				11,916,349				221,949			16,813,100
Richard B. Myers			196,187,555				8,904,705				174,743			16,813,100
Richard C. Notebaert			189,238,258				15,844,037				184,708			16,813,100
Gloria Santona			198,129,273				6,967,597				170,133			16,813,100
Carolyn Y. Woo			193,883,615				11,206,598				176,790			16,813,100

 

2.

An advisory vote to approve executive compensation. This advisory resolution was approved.

 

For		Against		Abstain		Broker Non-Votes
170,003,452		34,804,824		458,727		16,813,100

 

3.

An advisory vote to approve the directors’ remuneration report contained within the Company’s annual report and accounts. This advisory resolution was approved.

 

For		Against		Abstain		Broker Non-Votes
170,509,976		34,496,906		260,121		16,813,100

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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, 2017. This ordinary resolution was approved.

 

For		Against		Abstain
221,283,273		166,898		629,932

 

5.

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2018. This ordinary resolution was approved.

 

For		Against		Abstain
219,076,015		2,797,368		206,720

 

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.

 

For		Against		Abstain
218,902,165		2,964,555		213,383

 

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.

 

For		Against		Abstain
220,969,598		876,971		233,534

 

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.

 

For		Against		Abstain		Broker Non-Votes
192,798,496		12,004,139		464,368		16,813,100

 

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.

 

For		Against		Abstain		Broker Non-Votes
191,955,778		13,026,244		284,981		16,813,100

 

10.

The authorization of the directors to allot equity securities for cash without preemptive rights. This special resolution was approved.

 

For		Against		Abstain		Broker Non-Votes
199,693,354		4,473,959		1,099,690		16,813,100

 

11.

The authorization of the Company and its subsidiaries to make political donations and expenditures. This ordinary resolution was approved.

 

For		Against		Abstain		Broker Non-Votes
203,279,474		1,732,776		254,753		16,813,100

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description of Exhibit
10.1		Amendment to International Assignment Letter, dated June 25, 2018, with Christa Davies.
10.2		Amendment to International Assignment Letter, dated June 25, 2018, with Gregory C. Case.

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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 27, 2018