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 24, 2016

 


 

Aon plc
(Exact Name of Registrant as Specified in Charter)

 

England and Wales

 

1-7933

 

98-1030901

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

122 Leadenhall Street, London, England
(Address of Principal Executive Offices)

 

EC3V 4AN
(Zip Code)

 

Registrant’s telephone number, including area code: +44 20 7623 5500

 

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

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 24, 2016.  A total of 237,422,140 Class A Ordinary Shares, or 89.62% of the total shares entitled to vote, were represented at the Annual General Meeting in person or by proxy.

 

Shareholders voted on the following eleven proposals at the Annual Meeting, all of which are described in the 2016 Proxy Statement, and cast their votes as described below:

 

1.              The election of eleven nominees to serve as Directors. All of the nominees were elected.

 

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

Lester B. Knight

 

216,597,825

 

3,944,615

 

119,205

 

16,760,495

 

Gregory C. Case

 

217,987,418

 

2,556,052

 

118,175

 

16,760,495

 

Fulvio Conti

 

220,208,108

 

276,858

 

176,679

 

16,760,495

 

Cheryl A. Francis

 

218,276,565

 

2,232,028

 

153,052

 

16,760,495

 

James W. Leng

 

218,663,854

 

1,819,729

 

178,062

 

16,760,495

 

J. Michael Losh

 

216,949,821

 

3,541,212

 

170,612

 

16,760,495

 

Robert S. Morrison

 

215,310,483

 

5,176,637

 

174,525

 

16,760,495

 

Richard B. Myers

 

217,082,686

 

3,432,302

 

146,657

 

16,760,495

 

Richard C. Notebaert

 

214,551,286

 

5,983,146

 

127,213

 

16,760,495

 

Gloria Santona

 

218,072,704

 

2,462,572

 

126,369

 

16,760,495

 

Carolyn Y. Woo

 

215,646,810

 

4,913,571

 

101,264

 

16,760,495

 

 

2.              An advisory vote to approve executive compensation. This advisory resolution was approved.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

175,962,049

 

43,377,389

 

1,322,207

 

16,760,495

 

3.              An advisory vote to approve the directors’ remuneration report contained within the Company’s annual report and accounts. This advisory resolution was approved.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

180,924,123

 

38,415,264

 

1,322,258

 

16,760,495

 

4.              The receipt of the Company’s annual report and accounts, together with the reports of the directors and auditors for the year ended December 31, 2015.  This ordinary resolution was approved.

 

For

 

Against

 

Abstain

236,331,930

 

126,531

 

963,679

 

5.              The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year 2016.  This ordinary resolution was approved.

 

For

 

Against

 

Abstain

235,565,245

 

1,694,371

 

162,524

 

6.              The re-appointment of Ernst & Young LLP as the Company’s U.K. statutory auditors to hold office from the conclusion of the Annual Meeting until the next annual general meeting where accounts are laid before the Company.  This ordinary resolution was approved.

 

2



 

For

 

Against

 

Abstain

235,981,279

 

1,272,997

 

167,864

 

7.              The authorization of the directors to determine the remuneration of Ernst & Young LLP as the Company’s statutory auditors.  This ordinary resolution was approved.

 

For

 

Against

 

Abstain

235,643,365

 

1,500,341

 

278,434

 

8.              The approval of certain forms of contracts for use in effecting purchases of shares pursuant to the Company’s share repurchase program and the counterparties with whom the Company may conduct such repurchase transactions. This ordinary resolution was approved.

 

For

 

Against

 

Abstain

232,759,564

 

4,462,574

 

200,002

 

9.              The authorization of the directors to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares of the Company. This ordinary resolution was approved.

 

For

 

Against

 

Abstain

221,961,447

 

15,173,720

 

286,973

 

10.       The authorization of the directors to allot equity securities for cash without preemptive rights. This special resolution was approved.

 

For

 

Against

 

Abstain

231,836,063

 

4,896,805

 

689,272

 

11.       The authorization of the Company and its subsidiaries to make political donations and expenditures. This ordinary resolution was approved.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

218,117,955

 

2,220,617

 

323,073

 

16,760,495

 

3



 

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/ Molly Johnson

 

 

Molly Johnson

 

 

Assistant Secretary

Date: June 28, 2016

 

 

 

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