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 17, 2022

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 K0Y8	
(Address of principal executive offices)	
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 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 Corporation and Aon Global Holdings plc’s 2.85% Senior Notes due 2027	 	AON27	 	New York Stock Exchange	
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.05% Senior Notes due 2031	 	AON31	 	New York Stock Exchange	
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.60 Senior Notes due 2031	 	AON31/A	 	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	
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.90% Senior Notes due 2051	 	AON51	 	New York Stock Exchange	
Guarantees of Aon Corporation and Aon Global Holdings plc’s 3.90% Senior Notes due 2052	 	AON52	 	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 21, 2022, 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, 2022, to expire on June 30, 2023.
On June 21, 2022, 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, 2022, to expire on June 30, 2023.
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.	
The Company held its Annual General Meeting of Shareholders (the “Annual Meeting”) on June 17, 2022. A total of 193,856,072 Class A Ordinary shares, or 91.15%, 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 (the “Proxy Statement”), and cast their votes as described below:
 
 	1.	The election of 11 nominees to serve as directors. All of the nominees were elected.	

	Nominee	 	For	 	Against	 	Abstain	 	Broker Non-Votes	
Lester B. Knight	 	155,770,668	 	25,072,045	 	72,615	 	12,940,744		
Gregory C. Case	 	177,020,053	 	3,825,597	 	69,678	 	12,940,744		
Jin-Yong Cai	 	178,939,805	 	1,889,487	 	86,036	 	12,940,744		
Jeffrey C. Campbell	 	173,514,445	 	7,314,876	 	86,007	 	12,940,744		
Fulvio Conti	 	167,848,745	 	12,994,053	 	72,530	 	12,940,744		
Cheryl A. Francis	 	175,960,660	 	4,884,749	 	69,919	 	12,940,744		
J. Michael Losh	 	160,393,600	 	20,449,026	 	72,702	 	12,940,744		
Richard C. Notebaert	 	160,815,804	 	20,026,562	 	72,962	 	12,940,744		
Gloria Santona	 	165,060,849	 	15,782,913	 	71,566	 	12,940,744		
Byron O. Spruell	 	176,953,801	 	3,872,121	 	89,406	 	12,940,744		
Carolyn Y. Woo	 	166,476,401	 	14,368,449	 	70,478	 	12,940,744		
 
 	2.	An advisory vote to approve executive compensation. This advisory resolution was approved.	

For	 	Against	 	Abstain	 	Broker Non-Votes	
166,320,525	 	13,699,464	 	895,339	 	12,940,744	
 
 	3.	The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. This ordinary resolution was approved.	

For	 	Against	 	Abstain	
180,712,322	 	13,070,379	 	73,371	

 	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 conclusion of the next annual general meeting. This ordinary resolution was approved.	

For	 	Against	 	Abstain	
180,992,733	 	12,779,494	 	83,845	
 
 	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	
189,966,128	 	3,803,395	 	86,549	
 
Item 9.01.	Financial Statements and Exhibits.	
(d) Exhibits.

Exhibit
Number	  	Description of	
      Exhibit      	
			
10.1	  	Amendment to International Assignment Letter, dated June 21, 2022, between Aon Corporation and Christa Davies.		
			
10.2	  	Amendment to International Assignment Letter, dated June 21, 2022, between Aon Corporation and Greg Case.		
			
104	  	Cover Page Interactive Data File (embedded within the Inline XBRL document)		
*    *    *    *

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 23, 2022	 		 	AON PLC	
				
	 		 	By:	 	/s/ Julie Cho	
	 		 		 	Julie Cho	
	 		 		 	Assistant Company Secretary	

Exhibit 10.1

Christa Davies
Aon Corporation
United States
June 21, 2022
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, 2023.
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 21, 2022
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, 2023.
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