8-K

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 19, 2020

Aon plc

(Exact name of registrant as specified in its charter)

Ireland

1-7933

98-1539969

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer

Identification No.)

Metropolitan Building, James Joyce Street

Dublin 1, Ireland

D01 K0Y85

(Address of principal executive offices)

(Zip Code)

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):

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares, $0.01 nominal value	AON	New York Stock Exchange
Guarantees of Aon plc’s 2.800% Senior Notes due 2021	AON21	New York Stock Exchange
Guarantees of Aon plc’s 4.000% Senior Notes due 2023	AON23	New York Stock Exchange
Guarantees of Aon plc’s 3.500% Senior Notes due 2024	AON24	New York Stock Exchange
Guarantees of Aon plc’s 3.875% Senior Notes due 2025	AON25	New York Stock Exchange
Guarantees of Aon plc’s 2.875% Senior Notes due 2026	AON26	New York Stock Exchange
Guarantees of Aon plc’s 4.250% Senior Notes due 2042	AON42	New York Stock Exchange
Guarantees of Aon plc’s 4.450% Senior Notes due 2043	AON43	New York Stock Exchange
Guarantees of Aon plc’s 4.600% Senior Notes due 2044	AON44	New York Stock Exchange
Guarantees of Aon plc’s 4.750% Senior Notes due 2045	AON45	New York Stock Exchange

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 19, 2020, 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, 2020, to expire on June 30, 2021.

On June 19, 2020, 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, 2020, to expire on June 30, 2021.

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.

Aon plc (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”) on June 19, 2020. A total of 208,539,160 Class A Ordinary shares, or 90.24%, 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, and cast their votes as described below:

The re-election of 11 nominees to serve as directors. All of the nominees were elected.


Nominee	For		Against		Abstain		Broker Non-Votes
Lester B. Knight		173,911,492		21,087,755		130,500		13,409,413
Gregory C. Case		189,026,467		5,990,453		112,827		13,409,413
Jin-Yong Cai		192,302,088		2,671,861		155,798		13,409,413
Jeffrey C. Campbell		188,922,241		6,073,395		134,111		13,409,413
Fulvio Conti		185,759,407		9,223,520		146,820		13,409,413
Cheryl A. Francis		190,032,425		4,976,566		120,756		13,409,413
J. Michael Losh		181,308,225		13,656,203		165,319		13,409,413
Richard B. Myers		184,219,718		10,750,363		159,666		13,409,413
Richard C. Notebaert		182,292,760		12,691,145		145,842		13,409,413
Gloria Santona		184,235,462		10,771,611		122,674		13,409,413
Carolyn Y. Woo		184,178,155		10,814,450		137,142		13,409,413

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


For		Against		Abstain		Broker Non-Votes
	179,631,159		15,160,167		338,421		13,409,413

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2020. This ordinary resolution was approved.


For		Against		Abstain
	201,148,837		7,282,501		107,822

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 next annual general meeting where accounts are laid before the Company. This ordinary resolution was approved.


For		Against		Abstain
	201,178,264		7,244,602		116,294

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
	207,488,737		913,979		136,444

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description of Exhibit

	10.1	Amendment to International Assignment Letter, dated June 19, 2020, between Aon Corporation and Christa Davies.

	10.2	Amendment to International Assignment Letter, dated June 19, 2020, between Aon Corporation and Gregory C. Case.

	104	Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).

* * * *

Document and Entity Information	Jun. 19, 2020
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0000315293
Document Type	8-K
Document Period End Date	Jun. 19, 2020
Entity Registrant Name	Aon plc
Entity Incorporation State Country Code	L2
Entity File Number	1-7933
Entity Tax Identification Number	98-1539969
Entity Address, Address Line One	Metropolitan Building
Entity Address, Address Line Two	James Joyce Street
Entity Address, City or Town	Dublin 1
Entity Address, Country	IE
Entity Address, Postal Zip Code	D01 K0Y85
City Area Code	353 1
Local Phone Number	266 6000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Class A [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A Ordinary Shares, $0.01 nominal value
Trading Symbol	AON
Security Exchange Name	NYSE
Guarantees Of Aon Plcs 2.800 Percent Senior Notes Due 2021 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Guarantees of Aon plc’s 2.800% Senior Notes due 2021
Trading Symbol	AON21
Security Exchange Name	NYSE
Guarantees Of Aon Plcs 4.000 Percent Senior Notes Due 2023 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Guarantees of Aon plc’s 4.000% Senior Notes due 2023
Trading Symbol	AON23
Security Exchange Name	NYSE
Guarantees Of Aon Plcs 3.500 Percent Senior Notes Due 2024 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Guarantees of Aon plc’s 3.500% Senior Notes due 2024
Trading Symbol	AON24
Security Exchange Name	NYSE
Guarantees Of Aon Plcs 3.875 Percent Senior Notes Due 2025 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Guarantees of Aon plc’s 3.875% Senior Notes due 2025
Trading Symbol	AON25
Security Exchange Name	NYSE
Guarantees Of Aon Plcs 2.875 Percent Senior Notes Due 2026 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Guarantees of Aon plc’s 2.875% Senior Notes due 2026
Trading Symbol	AON26
Security Exchange Name	NYSE
Guarantees Of Aon Plcs 4.250 Percent Senior Notes Due 2042 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Guarantees of Aon plc’s 4.250% Senior Notes due 2042
Trading Symbol	AON42
Security Exchange Name	NYSE
Guarantees Of Aon Plcs 4.450 Percent Senior Notes Due 2043 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Guarantees of Aon plc’s 4.450% Senior Notes due 2043
Trading Symbol	AON43
Security Exchange Name	NYSE
Guarantees Of Aon Plcs 4.600 Percent Senior Notes Due 2044 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Guarantees of Aon plc’s 4.600% Senior Notes due 2044
Trading Symbol	AON44
Security Exchange Name	NYSE
Guarantees Of Aon Plcs 4.750 Percent Senior Notes Due 2045 [Member]
Document And Entity Information [Line Items]
Security 12b Title	Guarantees of Aon plc’s 4.750% Senior Notes due 2045
Trading Symbol	AON45
Security Exchange Name	NYSE

Document and Entity Information

Jun. 19, 2020

Document And Entity Information [Line Items]

Amendment Flag

false

Entity Central Index Key

0000315293

Document Type

8-K

Document Period End Date

Jun. 19, 2020

Entity Registrant Name