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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)

 

 

 

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.

 

Exhibit
Number

  

Description of

      Exhibit      

10.1    Amendment to International Assignment Letter, dated June 21, 2022, between Aon Corporation and Christa Davies.
10.2    Amendment to International Assignment Letter, dated June 21, 2022, between Aon Corporation and Greg Case.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

*    *    *    *


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
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