8-K

Arthur J. Gallagher & Co.

Date: May 13, 2022

/s/ WALTER D. BAY

Walter D. Bay

Vice President, General Counsel and Secretary

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): May 10, 2022

ARTHUR J. GALLAGHER & CO.

(Exact name of registrant as specified in its charter)

Delaware

1-09761

36-2151613

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)


2850 W. Golf Road, Rolling Meadows, Illinois		60008-4050
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (630) 773-3800

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:

☐	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

Common Stock, $1.00 par value

AJG

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 5.07.

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on May 10, 2022 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected all ten director nominees, whose names appear below, to serve until the Company’s 2023 Annual Meeting of Stockholders, (ii) approved the Arthur J. Gallagher & Co. 2022 Long-Term Incentive Plan, including 13,500,000 shares authorized for issuance thereunder (the “2022 Long-Term Incentive Plan”), (iii) approved ratification of the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2022 (“Auditor Ratification”), and (iv) approved, on a non-binding advisory basis, the Company’s named executive officers’ compensation (“Say-on-Pay”). The final voting results are set forth below:


Election of Directors	For		Against		Abstain		Broker Non-Votes*
Sherry S. Barrat		168,688,961		4,918,053		85,381		13,705,570
William L. Bax		167,774,265		5,826,027		92,103		13,705,570
Teresa H. Clarke		172,662,270		931,905		98,220		13,705,570
D. John Coldman		169,678,056		3,905,471		108,868		13,705,570
J. Patrick Gallagher, Jr.		157,953,790		14,468,921		1,269,684		13,705,570
David S. Johnson		164,833,483		8,771,210		87,702		13,705,570
Kay W. McCurdy		161,446,831		12,063,545		182,019		13,705,570
Christopher C. Miskel		170,698,119		2,891,252		103,024		13,705,570
Ralph J. Nicoletti		171,947,434		1,642,799		102,162		13,705,570
Norman L. Rosenthal		168,044,031		5,561,143		87,221		13,705,570
2022 Long-Term Incentive Plan		162,356,363		11,124,142		211,890		13,705,570
Auditor Ratification		178,329,052		6,983,876		2,085,037		—
Say-on-Pay		160,303,692		13,139,755		248,948		13,705,570

Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted with respect to a non-routine proposal because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. If a broker does not receive voting instructions from the beneficial owner, a broker may vote on routine matters, such as the ratification of the Independent Registered Public Accounting Firm, but may not vote on non-routine matters. Broker non-votes are counted for the purpose of determining the presence of a quorum but are not counted for the purpose of determining the number of shares entitled to vote on non-routine matters such as the election of directors and the advisory Say-on-Pay vote.

Item 5.02.

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

(e) At the Annual Meeting, stockholders approved the 2022 Long-Term Incentive Plan, which replaces the prior plan (the “2017 Long-Term Incentive Plan”) for purposes of new grants. The 2022 Long-Term Incentive plan is substantially the same as the 2017 Long-Term Incentive Plan, except as described here. Specifically, the maximum number of shares that may be awarded under the 2022 Long-Term Incentive Plan is 13.5 million, plus any shares subject to outstanding awards under prior plans that are subsequently settled for cash, forfeited, expired or for any reason canceled or terminated without resulting in the issuance of shares. A maximum of 3.5 million shares may be issued under the 2022 Long-Term Incentive Plan for full-value awards counted one-for-one against the 13.5 million share pool, with each share subject to a full value award in excess of such limit counted as 3.8 shares against the share pool.

The material terms of the 2022 Long-Term Incentive Plan are summarized on pages 16 through 20 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2022, which description of the plan is incorporated herein by reference. In addition, the description of the 2022 Long-Term Incentive Plan is qualified in its entirety by reference to the full text of the 2022 Long-Term Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

10.1		Arthur J. Gallagher & Co. 2022 Long-Term Incentive Plan

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

Arthur J. Gallagher & Co. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Leadership Update, Financial Statements and Exhibits