AON PLC FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On June 21, 2022, Aon Corporation, an indirect, wholly owned subsidiary of Aon
plc, and Christa Davies entered into an amendment (the "Davies Amendment") to
the international assignment letter agreement dated July 1, 2016 between Aon
Corporation and Ms. Davies (the "Davies International Assignment Letter"). The
Davies Amendment extends the term of the Davies International Assignment Letter,
which was set to expire on June 30, 2022, to expire on June 30, 2023.
On June 21, 2022, Aon Corporation 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 (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, 2022, to
expire on June 30, 2023.
The foregoing summaries are qualified in their entirety by reference to the
Davies Amendment and the Case Amendment, 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 General Meeting of Shareholders (the "Annual
Meeting") on June 17, 2022. A total of 193,856,072 Class A Ordinary shares, or
91.15%, of the total shares entitled to vote, were represented at the Annual
Meeting in person or by proxy.
Shareholders voted on the following five proposals at the Annual Meeting, all of
which are described in the Company's proxy statement for the Annual Meeting (the
"Proxy Statement"), and cast their votes as described below:
1. The election of 11 nominees to serve as directors. All of the nominees
Nominee For Against Abstain Broker Non-Votes
Lester B. Knight 155,770,668 25,072,045 72,615 12,940,744
Gregory C. Case 177,020,053 3,825,597 69,678 12,940,744
Jin-Yong Cai 178,939,805 1,889,487 86,036 12,940,744
Jeffrey C. Campbell 173,514,445 7,314,876 86,007 12,940,744
167,848,745 12,994,053 72,530 12,940,744
Cheryl A. Francis 175,960,660 4,884,749 69,919 12,940,744
J. Michael Losh 160,393,600 20,449,026 72,702 12,940,744
Richard C. Notebaert 160,815,804 20,026,562 72,962 12,940,744
Gloria Santona 165,060,849 15,782,913 71,566 12,940,744
Byron O. Spruell 176,953,801 3,872,121 89,406 12,940,744
Carolyn Y. Woo 166,476,401 14,368,449 70,478 12,940,744
2. An advisory vote to approve executive compensation. This advisory
resolution was approved.
For Against Abstain Broker Non-Votes
166,320,525 13,699,464 895,339 12,940,744
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, 2022. This ordinary resolution was approved.
For Against Abstain
180,712,322 13,070,379 73,371
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. This ordinary resolution was approved.
For Against Abstain
180,992,733 12,779,494 83,845
5. The authorization of the Company's Board of Directors or the Audit
Committee to determine the remuneration of Ernst & Young Chartered
Accountants as the Company's statutory auditors. This ordinary resolution
For Against Abstain
189,966,128 3,803,395 86,549
Item 9.01. Financial Statements and Exhibits.
Exhibit Description of
10.1 Amendment to International Assignment Letter, dated June 21, 2022,
between Aon Corporation and Christa Davies.
10.2 Amendment to International Assignment Letter, dated June 21, 2022,
between Aon Corporation and Greg Case.
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