Executive Change · Shareholder Vote

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 16, 2023     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 Corporation and Aon Global Holdings plc’s 5.00% Senior Notes due 2032   AON 32   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 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 16, 2023, Aon Corporation, an indirect, wholly owned subsidiary of Aon plc (“Aon Corporation”), 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, 2023, to expire on June 30, 2024. On June 16, 2023, 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, 2023, to expire on June 30, 2024. 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. On June 16, 2023, Aon plc held its 2023 Annual General Meeting of Shareholders (the “Annual Meeting”) at which the Company’s shareholders approved the Aon plc 2011 Incentive Plan, as amended and restated (the “Amended Plan”). The Amended Plan increases by 3,800,000 the maximum number of Class A Ordinary Shares available for issuance. The Amended Plan also removes certain provisions relating to Section 162(m) of the Internal Revenue Code that are no longer applicable following the elimination of the performance-based compensation exception to Section 162(m)’s limitation on deductibility by the Tax Cuts and Jobs Act, removes certain legacy provisions relating to the 2012 Redomestication that are no longer applicable, extends the date until which awards may be granted under the Amended Plan to April 19, 2033, and makes certain other clarifying changes. Further information regarding the Amended Plan was provided in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2023 (the “Proxy Statement”) in the section entitled “Proposal 7 — Resolution to Approve the Aon plc 2011 Incentive Plan, As Amended and Restated”. The foregoing summary of the Amended Plan is qualified in its entirety by reference to the complete text of the Amended Plan, a copy of which is attached hereto as Exhibit 10.3 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 on June 16, 2023. A total of 185,627,827 Class A Ordinary shares, or 90.81% 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 Proxy Statement, and cast their votes as described below:     1. The election of 12 nominees to serve as directors. All of the nominees were elected.   Nominee   For   Against   Abstain   Broker Non-Votes Lester B. Knight   162,317,261   11,209,454   83,151   12,017,961 Gregory C. Case   171,357,292   2,117,587   74,987   12,017,961 Jin-Yong Cai   172,268,811   1,245,922   95,133   12,017,961 Jeffrey C. Campbell   160,246,164   13,271,180   92,522   12,017,961 Fulvio Conti   167,462,097   6,063,307   84,462   12,017,961 Cheryl A. Francis   168,001,192   5,521,953   86,721   12,017,961 Adriana Karaboutis   171,840,996   1,568,425   200,445   12,017,961 Richard C. Notebaert   165,462,012   8,051,258   96,596   12,017,961 Gloria Santona   167,940,512   5,594,762   74,592   12,017,961 Sarah E. Smith   173,019,071   515,070   75,725   12,017,961 Byron O. Spruell   171,888,900   1,581,491   139,475   12,017,961 Carolyn Y. Woo   166,570,480   6,944,038   95,348   12,017,961     2. An advisory vote to approve executive compensation. This advisory resolution was approved.   For   Against   Abstain   Broker Non-Votes 159,226,524   13,347,558   1,035,784   12,017,961     3. An advisory vote to determine the frequency of holding an advisory vote to approve executive compensation. The shareholders voted to hold the vote “every year.”   Every Year   Every Two Years   Every Three Years   Abstain   Broker Non-Votes 171,772,004   162,459   1,551,810   123,593   12,017,961 Based on the voting results on Item 3, the Company intends to hold the advisory vote on named executive officer compensation once every year. The Company intends to continue holding such advisory votes once every year until the next required advisory vote on the frequency of advisory votes on named executive officer compensation.     4. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. This ordinary resolution was approved.   For   Against   Abstain 175,010,854   10,526,118   90,855     5. 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 175,415,216   10,120,139   92,472     6. 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 182,625,485   2,897,246   105,096   7. The approval of the Aon plc 2011 Incentive Plan, as amended and restated. This ordinary resolution was approved.   For   Against   Abstain   Broker Non-Votes 163,776,328   9,388,716   444,822   12,017,961 *    *    *    *   Item 9.01. Financial Statements and Exhibits. (d) Exhibits.   Exhibit Number    Description of       Exhibit 10.1    Amendment to International Assignment Letter, dated June 16, 2023, between Aon Corporation and Christa Davies. 10.2    Amendment to International Assignment Letter, dated June 16, 2023, between Aon Corporation and Greg Case. 10.3    Aon plc 2011 Incentive Plan, As Amended and Restated. 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 22, 2023   AON PLC     By:   /s/ Julie Cho       Julie Cho       Assistant Company Secretary