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: October 27, 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 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 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 1.01. | Entry Into a Material Definitive Agreement. |
On October 30, 2020, Aon plc (the “Company”) and Willis Towers Watson Public Limited Company entered into an amendment (the “Amendment”) to the previously announced Business Combination Agreement, dated March 9, 2020, to provide that, at the effective time of the transaction, there will be 12 members of the Company’s Board of Directors (the “Board), including one director mutually agreed by the parties. The parties have mutually agreed that Bryon Spruell will serve in that capacity.
The foregoing description of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by the complete text of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective October 27, 2020, the Board appointed Byron Spruell as a director of the Company. Mr. Spruell will serve until the Company’s 2021 annual general meeting of shareholders, when he is expected to be subject to re-appointment by a vote of the Company’s shareholders. The Board has appointed Mr. Spruell to the Audit and Governance/Nominating Committees of the Board.
Mr. Spruell is the President of League Operations at the National Basketball Association. Prior to joining the National Basketball Association, Mr. Spruell spent 20 years at Deloitte LLP, most recently as its Vice Chairman, Central Region Marketplace Leader and Chicago Managing Principal. He serves on several non-profit boards, including the University of Notre Dame Board of Trustees and the Jackie Robinson Foundation, among others.
Mr. Spruell will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices (prorated based on his start date), which are generally described in the Company’s Proxy Statement for the Company’s 2020 annual general meeting of shareholders, filed with the Securities and Exchange Commission on April 24, 2020.
Item 9.01 | Financial Statements and Exhibits |
(a) - (c) | Not applicable. |
(d) | Exhibits: |
Exhibit Number | Description of Exhibit | |
2.1 | Amendment No. 1 to Business Combination Agreement, entered into on October 30, 2020. | |
99.1 | Press release issued by the Company on October 30, 2020. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Statement Required by the Irish Takeover Rules
The directors of the Company accept responsibility for the information contained in this document. To the best of the knowledge and belief of the directors of the Company (who have taken all reasonable care to ensure such is the case), the information contained in this document for which they respectively accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
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: October 30, 2020 | AON PLC | |||||
By: | /s/ Molly Johnson | |||||
Molly Johnson | ||||||
Assistant Company Secretary |