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 23, 2017

 


 

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))

 

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 o

 

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. o

 

 

 



 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

Aon plc (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”) on June 23, 2017.  A total of 235,956,110 Class A Ordinary Shares, or 89.96% of the total shares entitled to vote, were represented at the Annual Meeting in person or by proxy.

 

Shareholders voted on the following thirteen proposals at the Annual Meeting, all of which are described in the 2017 Proxy Statement, and cast their votes as described below:

 

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

 

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

Lester B. Knight

 

211,662,285

 

6,278,514

 

961,749

 

17,053,562

Gregory C. Case

 

215,404,420

 

3,335,393

 

162,735

 

17,053,562

Jin-Yong Cai

 

218,193,046

 

500,522

 

208,980

 

17,053,562

Fulvio Conti

 

217,856,798

 

839,781

 

205,969

 

17,053,562

Cheryl A. Francis

 

217,523,225

 

1,181,998

 

197,325

 

17,053,562

J. Michael Losh

 

212,187,208

 

6,501,458

 

231,882

 

17,053,562

Robert S. Morrison

 

212,810,677

 

5,880,058

 

211,813

 

17,053,562

Richard B. Myers

 

215,023,945

 

3,674,286

 

204,317

 

17,053,562

Richard C. Notebaert

 

209,867,723

 

8,821,855

 

212,970

 

17,053,562

Gloria Santona

 

213,867,194

 

4,839,738

 

195,616

 

17,053,562

Carolyn Y. Woo

 

213,051,709

 

5,660,526

 

190,313

 

17,053,562

 

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

203,336,748

 

15,337,356

 

228,444

 

17,053,562

 

3.              An advisory vote to determine the frequency of holding an advisory vote to approve executive compensation.  The shareholders voted to hold the vote “every year.”

 

Every Year

 

Every Two Years

 

Every Three Years

 

Abstain

 

Broker Non-Votes

202,023,364

 

739,347

 

15,954,127

 

185,710

 

17,053,562

 

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

208,739,658

 

9,877,739

 

285,151

 

17,053,562

 

5.              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

207,415,302

 

11,209,261

 

277,985

 

17,053,562

 

 

2



 

6.              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, 2016.  This ordinary resolution was approved.

 

For

 

Against

 

Abstain

234,928,106

 

151,360

 

876,644

 

7.              The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year 2017.  This ordinary resolution was approved.

 

For

 

Against

 

Abstain

233,892,334

 

1,913,619

 

150,157

 

8.              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.

 

For

 

Against

 

Abstain

234,551,504

 

1,241,415

 

163,191

 

9.              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

234,484,774

 

1,293,212

 

178,124

 

10.       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

 

Broker Non-Votes

207,139,137

 

10,776,347

 

987,064

 

17,053,562

 

11.       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

 

Broker Non-Votes

204,662,253

 

13,831,904

 

408,391

 

17,053,562

 

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

212,306,294

 

5,531,490

 

1,064,764

 

17,053,562

 

3



 

13.       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

216,798,018

 

1,829,759

 

274,771

 

17,053,562

 

4



 

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 27, 2017

 

 

 

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