Current Report Filing (8-k)
June 04 2021 - 4:46PM
Edgar (US Regulatory)
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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): June 2, 2021
Aon plc
(Exact name of registrant as specified in its charter)
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Ireland
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1-7933
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98-1539969
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Metropolitan Building, James Joyce Street
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Dublin 1, Ireland D01 K0Y8
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(Address of principal executive offices)
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Registrant’s telephone number, including area code: +353 1 266 6000
Former name or former address, if changed since last report: Not Applicable
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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Class A Ordinary Shares, $0.01 nominal value
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AON
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New York Stock Exchange
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Guarantees of Aon plc’s 4.000% Senior Notes due 2023
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AON23
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New York Stock Exchange
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Guarantees of Aon plc’s 3.500% Senior Notes due 2024
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AON24
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New York Stock Exchange
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Guarantees of Aon plc’s 3.875% Senior Notes due 2025
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AON25
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New York Stock Exchange
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Guarantees of Aon plc’s 2.875% Senior Notes due 2026
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AON26
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New York Stock Exchange
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Guarantees of Aon plc’s 4.250% Senior Notes due 2042
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AON42
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New York Stock Exchange
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Guarantees of Aon plc’s 4.450% Senior Notes due 2043
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AON43
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New York Stock Exchange
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Guarantees of Aon plc’s 4.600% Senior Notes due 2044
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AON44
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New York Stock Exchange
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Guarantees of Aon plc’s 4.750% Senior Notes due 2045
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AON45
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New York Stock Exchange
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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 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On June 2, 2021, the shareholders of Aon plc (the “Company”) approved an amendment to Article 190 of the Company’s Articles of Association to authorize the Company’s Board of Directors, with the authority of an ordinary resolution of the shareholders, to capitalize any profits available for distribution and any sum, for the time being, standing to the credit of any of the Company’s other reserves, reserve accounts or funds, by whatever name called and whether distributable or non-distributable (including, in particular, any unrealized revaluation reserves and any merger reserves) and to appropriate and apply the sum resolved to be capitalized in paying up in full unissued shares to be allotted to the shareholders or the shareholders of any class, of a nominal value or nominal value plus share premium, equal to the sum capitalized.
The foregoing description of the amendment to Article 190 of the Company’s Articles of Association is not complete and is qualified in its entirety by reference to the Company’s Articles of Association, as amended, a copy of which is filed herewith as Exhibit 3.1.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The Company held its Annual General Meeting of Shareholders (the “Annual Meeting”) on June 2, 2021. A total of 210,626,187 Class A Ordinary shares, or 93.13%, 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 Company’s proxy statement for the Annual Meeting (the “Proxy Statement”), and cast their votes as described below:
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1.
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The re-election of 12 nominees to serve as directors. All of the nominees were elected.
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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Lester B. Knight
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178,499,197
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19,290,390
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107,390
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12,729,210
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Gregory C. Case
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194,600,530
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3,203,651
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92,796
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12,729,210
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Jin-Yong Cai
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196,089,354
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1,689,869
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117,754
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12,729,210
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Jeffrey C. Campbell
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174,657,109
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23,138,580
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101,288
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12,729,210
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Fulvio Conti
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189,017,201
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8,766,256
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113,520
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12,729,210
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Cheryl A. Francis
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195,592,313
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2,217,646
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87,018
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12,729,210
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J. Michael Losh
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180,420,479
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17,365,392
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111,106
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12,729,210
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Richard B. Myers
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190,287,642
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7,509,938
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99,397
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12,729,210
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Richard C. Notebaert
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180,175,509
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17,613,995
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107,473
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12,729,210
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Gloria Santona
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184,205,419
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13,600,941
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90,617
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12,729,210
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Byron O. Spruell
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195,325,520
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2,434,481
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136,976
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12,729,210
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Carolyn Y. Woo
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184,249,785
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13,544,920
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102,272
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12,729,210
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2.
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An advisory vote to approve executive compensation. This advisory resolution was approved.
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For
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Against
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Abstain
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Broker Non-Votes
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182,019,599
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14,897,692
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979,686
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12,729,210
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3.
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The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2021. This ordinary resolution was approved.
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For
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Against
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Abstain
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199,142,640
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11,402,793
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80,754
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4.
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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.
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For
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Against
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Abstain
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198,717,801
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11,816,467
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91,919
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5.
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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.
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For
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Against
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Abstain
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207,619,851
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2,908,316
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98,020
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6.
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The approval of an amendment to Article 190 of the Articles of Association of the Company as set forth in the Proxy Statement. This special resolution was approved.
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For
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Against
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Abstain
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Broker Non-Votes
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197,537,974
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121,250
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237,753
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12,729,210
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7.
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The authorization of the Company’s Board of Directors to capitalize certain of the Company’s non-distributable reserves as set forth in the Proxy Statement. This ordinary resolution was approved.
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For
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Against
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Abstain
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Broker Non-Votes
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196,991,609
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242,408
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662,960
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12,729,210
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8.
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The approval of the creation of distributable profits by the reduction and cancellation of certain amounts capitalized as set forth in the Proxy Statement. This special resolution was approved.
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For
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Against
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Abstain
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Broker Non-Votes
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196,952,892
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220,381
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723,704
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12,729,210
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
* * * *
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.
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Date: June 4, 2021
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AON PLC
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By:
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/s/ Julie Cho
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Julie Cho
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Assistant Company Secretary
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