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): May 11, 2021

ARTHUR J. GALLAGHER & CO.

(Exact name of registrant as specified in its charter)


Delaware	1-09761	36-2151613
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2850 W. Golf Road, Rolling Meadows, Illinois		60008-4050
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (630) 773-3800

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:

☐	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
Common Stock, $1.00 par value	AJG	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 5.07.

Submission of Matters to a Vote of Security Holders.

Arthur J. Gallagher & Co. (the “Company”) held its Annual Meeting of Stockholders on May 11, 2021 (the “Annual Meeting”). At the Annual Meeting, three items were submitted to the Company’s stockholders. The items are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 19, 2021 (the “Proxy Statement”).

At the Annual Meeting, the Company’s stockholders (i) elected all nine director nominees, whose names appear below, to serve until the Company’s 2022 Annual Meeting of Stockholders, (ii) approved ratification of the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2021 (“Auditor Ratification”), and (iii) approved, on a non-binding advisory basis, the Company’s named executive officers’ compensation (“Say-on-Pay”). The final voting results are set forth below:


Election of Directors	For		Against		Abstain		Broker Non-Votes*
Sherry S. Barrat		154,872,495		4,197,687		71,617		13,353,856
William L. Bax		153,018,709		6,056,236		66,854		13,353,856
D. John Coldman		158,544,370		521,313		76,116		13,353,856
J. Patrick Gallagher, Jr.		148,819,882		9,039,807		1,282,110		13,353,856
David S. Johnson		149,937,406		9,138,186		66,207		13,353,856
Kay W. McCurdy		145,735,153		13,345,354		61,292		13,353,856
Christopher C. Miskel		158,712,123		339,698		89,978		13,353,856
Ralph J. Nicoletti		157,955,216		1,116,268		70,315		13,353,856
Norman L. Rosenthal		153,806,427		5,272,735		62,637		13,353,856
Auditor Ratification		159,907,199		12,498,320		90,136		—
Say-on-Pay		146,117,405		12,807,512		216,882		13,353,856

Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted with respect to a non-routine proposal because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. If a broker does not receive voting instructions from the beneficial owner, a broker may vote on routine matters, such as the ratification of the Independent Registered Public Accounting Firm, but may not vote on non-routine matters. Broker non-votes are counted for the purpose of determining the presence of a quorum but are not counted for the purpose of determining the number of shares entitled to vote on non-routine matters such as the election of directors and the advisory Say-on-Pay vote.


		Arthur J. Gallagher & Co.

Date: May 17, 2021	By:	/s/ WALTER D. BAY
		Walter D. Bay Vice President, General Counsel and Secretary