UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Emerging growth company
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| Item 2.02. | Results of Operations and Financial Condition |
On July 25, 2024, Arthur J. Gallagher & Co. (the Company) issued a press release setting forth the Company’s financial results for the quarter ended June 30, 2024 (the Earnings Release). A copy of the Earnings Release is attached hereto as Exhibit 99.1.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 24, 2024, the Board of Directors (the Board) of the Company increased the number of directors on the Board from nine to ten in accordance with Section 3.1 of the Company’s Amended and Restated By-Laws. The Board appointed Richard Harries to fill the resulting vacancy and to serve as a director until he stands for election at the 2025 Annual Meeting of Stockholders, effective immediately. Concurrently with his appointment to the Board, Mr. Harries was appointed to serve on the Audit and Risk and Compliance Committees of the Board.
Mr. Harries will participate in the Company’s standard compensation program for non-employee directors, as described in the proxy statement for its 2024 Annual Meeting of Stockholders in the section entitled “Director Compensation”. The Company will also enter into its standard form of indemnification agreement with Mr. Harries.
There are no transactions in which Mr. Harries has an interest that require disclosure under Item 404(a) of Regulation S-K. In addition, there is no arrangement or understanding between Mr. Harries and any other person pursuant to which he was selected to serve as a director.
| Item 7.01. | Regulation FD Disclosure |
In connection with the filing of the Earnings Release, the Company made materials entitled “Supplemental Quarterly Data” and “CFO Commentary” available through the investor relations page of its website. The CFO Commentary includes certain estimates relating to 2024 and other future results.
| Item 9.01. | Financial Statements and Exhibits |
| 99.1 | Press release, dated July 25, 2024, issued by Arthur J. Gallagher & Co. | |
| 99.2 | Press release regarding the appointment of Mr. Harries, dated July 24, 2024, issued by Arthur J. Gallagher & Co. | |
| 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. | ||||||
| Date: July 25, 2024 | By: | /s/ Douglas K. Howell | ||||
| Douglas K. Howell Vice President and Chief Financial Officer | ||||||