Current Report Filing (8-k)
23 Juni 2022 - 10:07PM
Edgar (US Regulatory)
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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)
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Ireland |
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1-7933 |
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98-1539969 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Metropolitan Building, James Joyce Street
Dublin 1, Ireland D01
K0Y8
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(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)
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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☐ |
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:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A Ordinary Shares, $0.01
nominal value |
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AON |
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New York Stock Exchange |
Guarantees of Aon plc’s 4.000%
Senior Notes due 2023 |
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AON23 |
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New York Stock Exchange |
Guarantees of Aon plc’s 3.500%
Senior Notes due 2024 |
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AON24 |
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New York Stock Exchange |
Guarantees of Aon plc’s 3.875%
Senior Notes due 2025 |
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AON25 |
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New York Stock Exchange |
Guarantees of Aon plc’s 2.875%
Senior Notes due 2026 |
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AON26 |
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New York Stock Exchange |
Guarantees of Aon Corporation and
Aon Global Holdings plc’s 2.85% Senior Notes due 2027 |
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AON27 |
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New York Stock Exchange |
Guarantees of Aon Corporation and
Aon Global Holdings plc’s 2.05% Senior Notes due 2031 |
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AON31 |
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New York Stock Exchange |
Guarantees of Aon Corporation and
Aon Global Holdings plc’s 2.60 Senior Notes due 2031 |
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AON31/A |
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New York Stock Exchange |
Guarantees of Aon plc’s 4.250%
Senior Notes due 2042 |
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AON42 |
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New York Stock Exchange |
Guarantees of Aon plc’s 4.450%
Senior Notes due 2043 |
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AON43 |
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New York Stock Exchange |
Guarantees of Aon plc’s 4.600%
Senior Notes due 2044 |
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AON44 |
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New York Stock Exchange |
Guarantees of Aon plc’s 4.750%
Senior Notes due 2045 |
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AON45 |
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New York Stock Exchange |
Guarantees of Aon Corporation and
Aon Global Holdings plc’s 2.90% Senior Notes due 2051 |
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AON51 |
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New York Stock Exchange |
Guarantees of Aon Corporation and
Aon Global Holdings plc’s 3.90% Senior Notes due 2052 |
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AON52 |
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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.
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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.
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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:
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1. |
The election of 11 nominees to serve as directors. All of the
nominees were elected.
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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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155,770,668 |
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25,072,045 |
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72,615 |
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12,940,744 |
Gregory C. Case
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177,020,053 |
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3,825,597 |
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69,678 |
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12,940,744 |
Jin-Yong Cai
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178,939,805 |
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1,889,487 |
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86,036 |
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12,940,744 |
Jeffrey C. Campbell
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173,514,445 |
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7,314,876 |
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86,007 |
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12,940,744 |
Fulvio Conti
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167,848,745 |
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12,994,053 |
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72,530 |
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12,940,744 |
Cheryl A. Francis
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175,960,660 |
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4,884,749 |
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69,919 |
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12,940,744 |
J. Michael Losh
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160,393,600 |
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20,449,026 |
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72,702 |
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12,940,744 |
Richard C. Notebaert
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160,815,804 |
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20,026,562 |
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72,962 |
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12,940,744 |
Gloria Santona
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165,060,849 |
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15,782,913 |
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71,566 |
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12,940,744 |
Byron O. Spruell
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176,953,801 |
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3,872,121 |
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89,406 |
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12,940,744 |
Carolyn Y. Woo
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166,476,401 |
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14,368,449 |
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70,478 |
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12,940,744 |
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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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166,320,525
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13,699,464 |
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895,339 |
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12,940,744 |
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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 ending December 31, 2022. This ordinary resolution
was approved.
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For
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Against
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Abstain
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180,712,322
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13,070,379
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73,371
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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 conclusion of the next
annual general meeting. This ordinary resolution was approved.
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For
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Against
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Abstain
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180,992,733
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12,779,494
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83,845
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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.
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For
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Against
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Abstain
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189,966,128
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3,803,395 |
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86,549 |
Item 9.01. |
Financial Statements and Exhibits.
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(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.
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Date: June 23, 2022 |
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AON PLC |
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By: |
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/s/ Julie Cho
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Julie Cho |
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Assistant Company Secretary |
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