8-KThe WireRoutine
Shareholder Vote
Filed May 14, 2025 · 1y ago · Accession 0001193125-25-119833
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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): May 13, 2025
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 5.07.
Submission of Matters to a Vote of Security Holders.
Arthur J. Gallagher & Co. (the “ Company ”) held its Annual Meeting of Stockholders on May 13, 2025 (the “ Annual Meeting ”). At the Annual Meeting, the Company’s stockholders (i) elected all ten director nominees, whose names appear below, to serve until the Company’s 2026 Annual Meeting of Stockholders, (ii) approved ratification of the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2025 (“ Auditor Ratification ”), and (iii) approved, on a non-binding advisory basis, the Company’s named executive officers’ compensation (“ Say-on-Pay ”). The final voting results are set forth below:
Election of Directors
For
Against
Abstain
Broker
Non-Votes
Sherry Barrat
206,454,344
8,489,745
425,479
14,944,264
Deborah Caplan
211,809,136
3,135,253
425,179
14,944,264
Teresa Clarke
214,366,799
657,966
344,803
14,944,264
John Coldman
211,431,241
3,582,095
356,232
14,944,264
Richard Harries
214,545,924
472,131
351,513
14,944,264
Pat Gallagher
201,137,091
13,961,043
271,434
14,944,264
David Johnson
202,727,559
10,881,147
1,760,862
14,944,264
Chris Miskel
200,626,672
14,418,022
324,874
14,944,264
Ralph Nicoletti
212,362,114
2,672,455
334,999
14,944,264
Norman Rosenthal
208,179,145
6,857,339
333,084
14,944,264
For
Against
Abstain
Auditor Ratification
216,032,271
12,595,217
1,686,344
For
Against
Abstain
Broker
Non-Votes
Say-on-Pay
196,469,454
18,518,399
381,715
14,944,264
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: May 14, 2025
By:
/s/ Walter D. Bay
Walter D. Bay
Vice President, General Counsel and Secretary
Filing details
- Company
- Arthur J. Gallagher & Co.
- Ticker
- AJG
- CIK
- 354190
- Form type
- 8-K
- Filing date
- May 14, 2025
- Report date
- May 13, 2025
- Document
- d89770d8k.htm
- Size
- 159 KB