SEC Form 8-K filed by Aon plc

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 27, 2025

 

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.)

 

15 George’s Quay, Dublin 2, Ireland D02 VR98
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +353 1 266 6000

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))

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 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 North America, Inc.’s 5.125% Senior Notes due 2027		AON27B		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.150% Senior Notes due 2029		AON29		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		AON31A		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.300% Senior Notes due 2031		AON31B		New York Stock Exchange
Guarantee of Aon Corporation and Aon Global Holdings plc’s 5.00% Senior Notes due 2032		AON32		New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.35% Senior Notes due 2033		AON33		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.450% Senior Notes due 2034		AON34		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 4.45% 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
Guarantees of Aon North America, Inc.’s 5.750% Senior Notes due 2054		AON54		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.

Amendment to International Assignment Letter

On June 27, 2025, Aon Corporation (“Aon Corporation”), an indirect, wholly owned subsidiary of Aon plc (together with its subsidiaries, “Aon” or the “Company”), 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 (as amended, 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, 2025, to expire on June 30, 2026.

Amendment and Restatement of Aon plc 2011 Incentive Plan

On June 27, 2025, the Company held its 2025 Annual General Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders approved the Aon plc 2011 Incentive Plan, as amended and restated (the “Amended Plan”). The Amended Plan increases by 3,800,000 the maximum number of Class A Ordinary Shares available for issuance thereunder. The Amended Plan also mandates a minimum vesting period of at least one year for all equity awards granted thereunder (subject to certain exceptions described in the Amended Plan).

Further information regarding the Amended Plan was provided in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2025 (the “Proxy Statement”) in the section entitled “Proposal 8–Resolution to Approve the Aon plc 2011 Incentive Plan, As Amended and Restated”.

The foregoing summaries are qualified in their entirety by reference to the Case Amendment and the Amended Plan, 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 Meeting on June 27, 2025. A total of 193,925,428 Class A Ordinary Shares, or 89.77% of the total shares entitled to vote, were represented at the Annual Meeting in person or by proxy.

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

 

1.	The election of 12 nominees to serve as directors. All of the nominees were elected.

 

Nominee		For				Against				Abstain				Broker Non-Votes
Lester B. Knight			162,843,530				13,470,235				73,858				17,537,805
Gregory C. Case			175,184,226				1,149,339				54,058				17,537,805
Jose Antonio Álvarez			174,838,572				1,439,070				109,981				17,537,805
Jin-Yong Cai			173,844,128				2,468,438				75,057				17,537,805
Jeffrey C. Campbell			173,217,255				3,092,404				77,964				17,537,805
Cheryl A. Francis			167,846,227				8,343,311				198,085				17,537,805
Adriana Karaboutis			173,240,752				2,909,392				237,479				17,537,805
Richard C. Notebaert			163,198,345				13,119,735				69,543				17,537,805
Gloria Santona			165,532,594				10,650,336				204,693				17,537,805
Sarah E. Smith			175,835,501				451,004				101,118				17,537,805
Byron O. Spruell			173,926,837				2,381,609				79,177				17,537,805
James G. Stavridis			174,829,272				1,447,820				110,531				17,537,805

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

 

For		Against		Abstain		Broker Non-Votes
156,384,747		19,184,418		818,458		17,537,805

 

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, 2025. This ordinary resolution was approved.

 

For		Against		Abstain
178,288,894		15,556,606		79,928

 

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 of shareholders. This ordinary resolution was approved.

 

For		Against		Abstain
180,464,792		13,381,669		78,967

 

5.	The authorization of the Company’s Board of Directors or the Audit Committee of the Company’s Board of Directors to determine the remuneration of Ernst & Young Chartered Accountants as the Company’s statutory auditor. This ordinary resolution was approved.

 

For		Against		Abstain
189,384,152		4,443,078		98,198

 

6.	The authorization of the Company’s Board of Directors to issue Class A Ordinary Shares under Irish law for a period expiring on the date which is 18 months from the date of the Annual Meeting. This ordinary resolution was approved.

 

For		Against		Abstain
190,304,720		3,461,218		159,490

 

7.	The authorization of the Company’s Board of Directors to opt-out of statutory pre-emption rights under Irish law for a period expiring on the date which is 18 months from the date of the Annual Meeting. This special resolution was approved.

 

For		Against		Abstain
181,996,483		11,798,943		130,002

 

8.	The approval of the Aon plc 2011 Incentive Plan, as amended and restated. This ordinary resolution was approved.

 

For		Against		Abstain		Broker Non-Votes
172,057,917		4,232,018		97,688		17,537,805

* * * *

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit Number		Description of Exhibit
10.1		Amendment to International Assignment Letter, dated June 27, 2025, between Aon Corporation and Greg Case.
10.2		Aon plc 2011 Incentive Plan, as Amended and Restated.
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.

 

Aon plc
By:		/s/ Darren Zeidel
Name:		Darren Zeidel
Title:		Executive Vice President, General Counsel and Company Secretary

Date: July 3, 2025