UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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