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:

 	1.	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	 	

 	2.	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	 	

 	3.	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	 	

 	4.	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	 	

 	5.	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).	
*    *    *    *

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.
							
Date: June 24, 2020	 		 	AON PLC	
 	 	 	 	 	 	 	
	 		 	By:	 	/s/ Molly Johnson	
	 		 		 	Molly Johnson	
	 		 		 	Assistant Company Secretary	

Exhibit 10.1

Christa Davies
Aon Corporation
United States
June 19, 2020
International Assignment: Chicago, Illinois to London, England
Dear Christa,
This letter serves to amend your international assignment letter effective July 1, 2016 governing the terms of your international assignment from Chicago, Illinois to London, England (your “International Assignment Letter”).
Pursuant to this letter, the term of your international assignment shall be extended an additional one year, through June 30, 2021.
Except as otherwise expressly modified herein, the terms of the International Assignment Letter, and your acknowledgment and acceptance thereof, shall continue in full force and effect.
Please confirm acceptance of the terms and conditions of this letter by signing below and returning a copy of the signed letter to me.
Sincerely,

/s/ Lisa Stevens	
Lisa Stevens	
Chief People Officer	
Acknowledged and Agreed:

/s/ Christa Davies	
Christa Davies	

Exhibit 10.2

Gregory Case
Aon Corporation
United States
June 19, 2020
International Assignment: Chicago, Illinois to London, England
Dear Greg,
This letter serves to amend your international assignment letter effective July 1, 2016 governing the terms of your international assignment from Chicago, Illinois to London, England (your “International Assignment Letter”).
Pursuant to this letter, the term of your international assignment shall be extended an additional one year, through June 30, 2021.
Except as otherwise expressly modified herein, the terms of the International Assignment Letter, and your acknowledgment and acceptance thereof, shall continue in full force and effect.
Please confirm acceptance of the terms and conditions of this letter by signing below and returning a copy of the signed letter to me.

Sincerely,	
	
/s/ Lisa Stevens	
Lisa Stevens	
Chief People Officer	
	
Acknowledged and Agreed:	
	
/s/ Gregory Case	
Gregory Case