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): January 6, 2026

 

Aon plc

(Exact Name of Registrant as Specified in 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

 

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 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
Guarantees 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 4.25% 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 4.60% Senior Notes due 2044		AON44		New York Stock Exchange
Guarantees of Aon plc’s 4.75% 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.

Reference is hereby made to the Current Report on Form 8-K filed by Aon plc on March 17, 2025, which disclosed that on March 14, 2025, Eric Andersen had transitioned to the role of Senior Advisor from the role of President of Aon plc and Aon Corporation.

On January 6, 2026, Aon Corporation, an indirect, wholly owned subsidiary of Aon plc (Aon plc together with its subsidiaries, “Aon” or the “Company”), entered into a separation agreement with Mr. Andersen (the “Separation Agreement”), in connection with Mr. Andersen’s departure from the Company effective January 31, 2026 (the “Separation Date”).

Pursuant to the terms of the Separation Agreement, Mr. Andersen will receive a cash lump sum equal to Mr. Andersen’s 2025 target annual incentive under the annual incentive compensation plan. Mr. Andersen’s outstanding equity awards will be treated as follows, with capitalized terms as defined in Exhibit A to the Separation Agreement: (i) the LPP 19 PSUs, the 3x3PP PSUs, and the Special PSUs will be forfeited without consideration, (ii) the LPP 18 PSUs and the 2023 ISP RSUs will vest in the first quarter of 2026 in accordance with their terms, disregarding continued employment conditions; and (iii) the 2025 ISP RSUs will vest no later than February 13, 2026. The separation benefits described above, including equity treatment, are being provided in consideration for Mr. Andersen’s timely agreement to (and non-revocation of) a general release of claims and compliance with the terms and conditions of the Separation Agreement.

The foregoing summary of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

 

Exhibit Number		Description of Exhibit
10.1		Separation Agreement, dated as of January 6, 2026, by and between Aon Corporation and Eric Andersen
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: January 7, 2026