Arthur J. Gallagher & Co. false 0000354190 0000354190 2021-07-28 2021-07-28

 

 

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): July 28, 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 5.02.

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

On July 28, 2021, the Board of Directors (the “Board”) of Arthur J. Gallagher & Co. (“Gallagher”) increased the number of directors on the Board from nine to ten in accordance with Section 3.1 of Gallagher’s Amended and Restated By-Laws. The Board appointed Teresa H. Clarke to fill a resulting vacancy and to serve as a director of Gallagher until she stands for election at the 2022 Annual Meeting of Stockholders. Concurrently with her appointment to the Board, Ms. Clarke was appointed to serve on the Audit Committee of the Board.

Ms. Clarke will participate in Gallagher’s standard compensation program for non-employee directors, as described in Gallagher’s proxy statement for its 2021 Annual Meeting of Stockholders in the section entitled “Director Compensation” and incorporated by reference herein.

There are no transactions in which Ms. Clarke has an interest that require disclosure under Item 404(a) of Regulation S-K. In addition, there is no arrangement or understanding between Ms. Clarke and any other person pursuant to which she was selected to serve as a director.

 

Item 7.01.

Regulation FD Disclosure.

On July 28, 2021, Gallagher issued a press release announcing Ms. Clarke’s appointment to the Board, a copy of which press release is attached to this Current Report on Form 8-K as Exhibit 99.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

 

Description

99   Press release, dated July 28, 2021, issued by Arthur J. Gallagher & Co.
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL


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.

 

      Arthur J. Gallagher & Co.
Date: July 28, 2021     By:  

/s/ WALTER D. BAY

      Walter D. Bay
      Vice President, General Counsel and Secretary