UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form8-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 14, 2019
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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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. ☐
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 |
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Stockholders on May 14, 2019 (the “Annual Meeting”). At the Annual Meeting, three items were submitted to the Company’s stockholders. The items are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 22, 2019.
At the Annual Meeting, the Company’s stockholders (i) elected all nine director nominees, whose names appear below, to serve until the Company’s 2020 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, 2019 (“Auditor Ratification”), and (iii) approved, on anon-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 S. Barrat | 144,351,225 | 1,983,193 | 96,159 | 17,135,103 | ||||||||||||
William L. Bax | 140,511,642 | 5,816,701 | 102,234 | 17,135,103 | ||||||||||||
D. John Coldman | 145,878,497 | 449,393 | 102,687 | 17,135,103 | ||||||||||||
Frank E. English, Jr. | 144,332,012 | 1,997,204 | 101,361 | 17,135,103 | ||||||||||||
J. Patrick Gallagher, Jr. | 139,303,495 | 7,028,210 | 98,872 | 17,135,103 | ||||||||||||
David S. Johnson | 139,432,343 | 6,896,926 | 101,308 | 17,135,103 | ||||||||||||
Kay W. McCurdy | 138,405,296 | 7,929,635 | 95,646 | 17,135,103 | ||||||||||||
Ralph J. Nicoletti | 145,141,610 | 1,186,596 | 102,371 | 17,135,103 | ||||||||||||
Norman L. Rosenthal | 143,015,705 | 3,313,003 | 101,869 | 17,135,103 | ||||||||||||
Auditor Ratification | 156,736,285 | 6,676,939 | 152,456 | — | ||||||||||||
Say-on-Pay | 136,049,906 | 9,696,242 | 684,429 | 17,135,103 |
* | Brokernon-votes represent shares held by broker nominees for beneficial owners that were not voted with respect to anon-routine proposal because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. If a broker does not receive voting instructions from the beneficial owner, a broker may vote on routine matters, such as the ratification of the Independent Registered Public Accounting Firm, but may not vote onnon-routine matters. Brokernon-votes are counted for the purpose of determining the presence of a quorum but are not counted for the purpose of determining the number of shares entitled to vote onnon-routine matters such as the election of directors and the advisorySay-on-Pay vote. |
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, 2019 | /s/ WALTER D. BAY | |||||
Walter D. Bay | ||||||
Vice President, General Counsel and Secretary |