SEC Form 8-K filed by Aon plc

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 26, 2026

 

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.)

15 George’s Quay, Dublin 2, Ireland D02 VR98

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +353 1 266 6000

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 (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 Corporation and Aon Global Holdings plc’s 2.85% Senior Notes due 2027		AON27		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.125% Senior Notes due 2027		AON27B		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.150% Senior Notes due 2029		AON29		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		AON31A		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.300% Senior Notes due 2031		AON31B		New York Stock Exchange
Guarantee of Aon Corporation and Aon Global Holdings plc’s 5.00% Senior Notes due 2032		AON32		New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.35% Senior Notes due 2033		AON33		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.450% Senior Notes due 2034		AON34		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 4.45% 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
Guarantees of Aon North America, Inc.’s 5.750% Senior Notes due 2054		AON54		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.

Amendment to International Assignment Letter

On June 26, 2026, Aon Corporation (“Aon Corporation”), an indirect, wholly owned subsidiary of Aon plc (“Aon” or the “Company”), 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 (as amended, 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, 2026, to expire on June 30, 2027.

The foregoing summary is qualified in its entirety by reference to the Case Amendment, a copy of which is attached as Exhibit 10.1 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 Meeting of Shareholders (the “Annual Meeting”) on June 26, 2026. A total of 195,430,939 Class A Ordinary Shares of Aon (“Class A Ordinary Shares”), or 91.51% of the total shares entitled to vote, were represented at the Annual Meeting in person or by proxy.

Shareholders voted on the following seven proposals at the Annual Meeting, all of which are described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”), and cast their votes as described below:

 

1.	The election of 13 nominees to serve as directors. All of the nominees were elected.

 

Nominee		For				Against				Abstain				Broker Non-Votes
Lester B. Knight			165,144,869				15,620,855				1,034,059				13,631,156
Gregory C. Case			179,147,649				1,606,288				1,045,846				13,631,156
Jose Antonio Álvarez			177,731,329				3,014,196				1,054,258				13,631,156
Jin-Yong Cai			174,125,157				6,621,941				1,052,685				13,631,156
Jeffrey C. Campbell			176,879,147				3,873,093				1,047,543				13,631,156
Cheryl A. Francis			169,001,932				11,762,421				1,035,430				13,631,156
Jo Ann Jenkins			180,171,425				578,266				1,050,092				13,631,156
Adriana Karaboutis			177,781,035				2,967,949				1,050,799				13,631,156
Richard C. Notebaert			166,529,875				14,215,327				1,054,581				13,631,156
Gloria Santona			168,182,011				12,583,545				1,034,227				13,631,156
Sarah E. Smith			179,809,187				940,353				1,050,243				13,631,156
Byron O. Spruell			171,612,034				9,128,085				1,059,664				13,631,156
James G. Stavridis			178,830,425				1,909,168				1,060,190				13,631,156

2.	An advisory vote to approve executive compensation. This advisory resolution was not approved.

 

For		Against		Abstain		Broker Non-Votes
69,888,299		110,798,636		1,112,848		13,631,156

 

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, 2026. This ordinary resolution was approved.

 

For		Against		Abstain
174,935,923		19,452,290		1,042,726

 

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 of shareholders. This ordinary resolution was approved.

 

For		Against		Abstain
178,371,633		16,018,978		1,040,328

 

5.	The authorization of the Company’s Board of Directors or the Audit Committee of the Company’s Board of Directors to determine the remuneration of Ernst & Young Chartered Accountants as the Company’s statutory auditor. This ordinary resolution was approved.

 

For		Against		Abstain
188,174,624		6,222,678		1,033,637

 

6.	The authorization of the Company’s Board of Directors to issue Class A Ordinary Shares under Irish law for a period expiring on the date which is 18 months from the date of the Annual Meeting. This ordinary resolution was approved.

 

For		Against		Abstain
189,746,449		4,618,161		1,066,329

 

7.	The authorization of the Company’s Board of Directors to opt-out of statutory pre-emption rights under Irish law for a period expiring on the date which is 18 months from the date of the Annual Meeting. This special resolution was approved.

 

For		Against		Abstain
182,606,169		11,750,382		1,074,388

 

Item 8.01

Other Events.

On June 26, 2026, the Company’s Board of Directors approved an increase to the Company’s share repurchase program, authorizing Aon to buy back an additional $7.5 billion of Class A Ordinary Shares. This is in addition to Aon’s existing share repurchase program, which had approximately $0.8 billion of remaining authorization as of March 31, 2026. The program does not obligate Aon to acquire any particular amount of shares.

*  *  *  *

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit Number		Description of Exhibit
10.1		Amendment to International Assignment Letter, dated June 26, 2026, 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.

 

Aon plc
By:		/s/ Darren Zeidel
Name:		Darren Zeidel
Title:		Executive Vice President, General Counsel and Company Secretary

Date: July 1, 2026