Current Report Filing (8-k)
23 Juni 2022 - 10:07PM
Edgar (US Regulatory)
false 0000315293 0000315293 2022-06-17 2022-06-17 0000315293 us-gaap:CommonClassAMember 2022-06-17 2022-06-17 0000315293 aon:GuaranteesOfAonPlcs4.000SeniorNotesDue2023Member 2022-06-17 2022-06-17 0000315293 aon:GuaranteesOfAonPlcs3.500SeniorNotesDue2024Member 2022-06-17 2022-06-17 0000315293 aon:GuaranteesOfAonPlcs3.875SeniorNotesDue2025Member 2022-06-17 2022-06-17 0000315293 aon:GuaranteesOfAonPlcs2.875SeniorNotesDue2026Member 2022-06-17 2022-06-17 0000315293 aon:GuaranteesOfAonCorporationAndAonGlobalHoldingsPlcs285SeniorNotesDue2027Member 2022-06-17 2022-06-17 0000315293 aon:GuaranteesOfAonCorporationAndAonGlobalHoldingsPlcs2.05SeniorNotesDue20312Member 2022-06-17 2022-06-17 0000315293 aon:GuaranteesOfAonCorporationAndAonGlobalHoldingsPlcs2.60SeniorNotesDue20311Member 2022-06-17 2022-06-17 0000315293 aon:GuaranteesOfAonPlcs4.250SeniorNotesDue2042Member 2022-06-17 2022-06-17 0000315293 aon:GuaranteesOfAonPlcs4.450SeniorNotesDue2043Member 2022-06-17 2022-06-17 0000315293 aon:GuaranteesOfAonPlcs4.600SeniorNotesDue2044Member 2022-06-17 2022-06-17 0000315293 aon:GuaranteesOfAonPlcs4.750SeniorNotesDue2045Member 2022-06-17 2022-06-17 0000315293 aon:GuaranteesOfAonPlcs290SeniorNotesDue2051Member 2022-06-17 2022-06-17 0000315293 aon:GuaranteesOfAonCorporationAndAonGlobalHoldingsPlcs390SeniorNotesDue2052Member 2022-06-17 2022-06-17
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 17, 2022
Aon plc
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Ireland |
|
1-7933 |
|
98-1539969 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
Metropolitan Building, James Joyce Street Dublin 1, Ireland D01 K0Y8 |
(Address of principal executive offices) |
Registrant’s telephone number, including area code: +353 1 266 6000
Former name or former address, if changed since last report: Not Applicable
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 Symbol(s) |
|
Name of each exchange on which registered |
Class A Ordinary Shares, $0.01 nominal value |
|
AON |
|
New York Stock Exchange |
Guarantees of Aon plc’s 4.000% Senior Notes due 2023 |
|
AON23 |
|
New York Stock Exchange |
Guarantees of Aon plc’s 3.500% Senior Notes due 2024 |
|
AON24 |
|
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 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 |
|
AON31/A |
|
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 4.450% 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 |
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 21, 2022, 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, 2022, to expire on June 30, 2023.
On June 21, 2022, 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, 2022, to expire on June 30, 2023.
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. |
The Company held its Annual General Meeting of Shareholders (the “Annual Meeting”) on June 17, 2022. A total of 193,856,072 Class A Ordinary shares, or 91.15%, 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 (the “Proxy Statement”), and cast their votes as described below:
|
1. |
The election of 11 nominees to serve as directors. All of the nominees were elected. |
|
|
|
|
|
|
|
|
|
Nominee |
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
Lester B. Knight |
|
155,770,668 |
|
25,072,045 |
|
72,615 |
|
12,940,744 |
Gregory C. Case |
|
177,020,053 |
|
3,825,597 |
|
69,678 |
|
12,940,744 |
Jin-Yong Cai |
|
178,939,805 |
|
1,889,487 |
|
86,036 |
|
12,940,744 |
Jeffrey C. Campbell |
|
173,514,445 |
|
7,314,876 |
|
86,007 |
|
12,940,744 |
Fulvio Conti |
|
167,848,745 |
|
12,994,053 |
|
72,530 |
|
12,940,744 |
Cheryl A. Francis |
|
175,960,660 |
|
4,884,749 |
|
69,919 |
|
12,940,744 |
J. Michael Losh |
|
160,393,600 |
|
20,449,026 |
|
72,702 |
|
12,940,744 |
Richard C. Notebaert |
|
160,815,804 |
|
20,026,562 |
|
72,962 |
|
12,940,744 |
Gloria Santona |
|
165,060,849 |
|
15,782,913 |
|
71,566 |
|
12,940,744 |
Byron O. Spruell |
|
176,953,801 |
|
3,872,121 |
|
89,406 |
|
12,940,744 |
Carolyn Y. Woo |
|
166,476,401 |
|
14,368,449 |
|
70,478 |
|
12,940,744 |
|
2. |
An advisory vote to approve executive compensation. This advisory resolution was approved. |
|
|
|
|
|
|
|
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
166,320,525 |
|
13,699,464 |
|
895,339 |
|
12,940,744 |
|
3. |
The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. This ordinary resolution was approved. |
|
|
|
|
|
For |
|
Against |
|
Abstain |
180,712,322 |
|
13,070,379 |
|
73,371 |
|
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 conclusion of the next annual general meeting. This ordinary resolution was approved. |
|
|
|
|
|
For |
|
Against |
|
Abstain |
180,992,733 |
|
12,779,494 |
|
83,845 |
|
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 |
189,966,128 |
|
3,803,395 |
|
86,549 |
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
* * * *
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 23, 2022 |
|
|
|
AON PLC |
|
|
|
|
|
|
|
|
By: |
|
/s/ Julie Cho |
|
|
|
|
|
|
Julie Cho |
|
|
|
|
|
|
Assistant Company Secretary |
Aon (NYSE:AON)
Historical Stock Chart
Von Mär 2024 bis Apr 2024
Aon (NYSE:AON)
Historical Stock Chart
Von Apr 2023 bis Apr 2024