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 – InsuranceNewsNet

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June 23, 2022 Newswires No comments
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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

Edgar Glimpses

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


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
         were elected.



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 Fulvio Conti

           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
         was approved.



    For        Against    Abstain
189,966,128   3,803,395   86,549


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.

Exhibit      Description of
Number          Exhibit

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.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)


                                   *  *  *  *

--------------------------------------------------------------------------------

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