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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/26/20 Aon plc 8-K:5,8,9 8/26/20 12:276K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 42K 2: EX-99.1 Miscellaneous Exhibit HTML 20K 8: R1 Document and Entity Information HTML 74K 10: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- d41673d8k_htm XML 39K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.DEF XBRL Definitions -- aon-20200826_def XML 50K 5: EX-101.LAB XBRL Labels -- aon-20200826_lab XML 86K 6: EX-101.PRE XBRL Presentations -- aon-20200826_pre XML 53K 3: EX-101.SCH XBRL Schema -- aon-20200826 XSD 21K 11: JSON XBRL Instance as JSON Data -- MetaLinks 17± 25K 12: ZIP XBRL Zipped Folder -- 0001193125-20-231234-xbrl Zip 18K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i August 26, 2020
i Aon plc
(Exact Name of Registrant as Specified in Charter)
| i Ireland | i 1-7933 | i 98-1539969 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i Metropolitan Building, i James Joyce Street, i Dublin 1, i Ireland i D01 K0Y8
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: + i 353 1 i 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):
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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 | ||
| i Class A Ordinary Shares $0.01 nominal value | i AON | i New York Stock Exchange | ||
| i Guarantees of Aon plc’s 2.800% Senior Notes due 2021 | i AON21 | i New York Stock Exchange | ||
| i Guarantees of Aon plc’s 4.000% Senior Notes due 2023 | i AON23 | i New York Stock Exchange | ||
| i Guarantees of Aon plc’s 3.500% Senior Notes due 2024 | i AON24 | i New York Stock Exchange | ||
| i Guarantees of Aon plc’s 3.875% Senior Notes due 2025 | i AON25 | i New York Stock Exchange | ||
| i Guarantees of Aon plc’s 2.875% Senior Notes due 2026 | i AON26 | i New York Stock Exchange | ||
| i Guarantees of Aon plc’s 4.250% Senior Notes due 2042 | i AON24 | i New York Stock Exchange | ||
| i Guarantees of Aon plc’s 4.450% Senior Notes due 2043 | i AON43 | i New York Stock Exchange | ||
| i Guarantees of Aon plc’s 4.600% Senior Notes due 2044 | i AON44 | i New York Stock Exchange | ||
| i Guarantees of Aon plc’s 4.750% Senior Notes due 2045 | i AON45 | i 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 i ☐
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 |
On August 26, 2020, Aon plc (the “Company”) held an extraordinary general meeting of shareholders (the “EGM”) in connection with the previously announced acquisition by the Company of Willis Towers Watson Public Limited Company (“WTW”) pursuant to a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act 2014.
At the EGM, the Company’s shareholders considered and voted on the following proposals, which are described in the joint proxy statement filed by each of the Company and WTW with the U.S. Securities and Exchange Commission on July 8, 2020: (1) an ordinary resolution to approve the issuance of the aggregate scheme consideration pursuant to the transaction (“Resolution 1”); and (2) an ordinary resolution to approve any motion by the chair of the EGM to adjourn the EGM, or any adjournments thereof, to another time and place, if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the EGM to approve Resolution 1.
A quorum was present at the EGM in accordance with Irish law and the Company’s memorandum and articles of association. Set forth below are the voting results for each proposal voted on at the EGM.
| 1. | An ordinary resolution approve the issuance of the aggregate scheme consideration pursuant to the transaction. This proposal was approved. |
| For |
Against |
Abstain | ||
| 197,102,858 | 1,429,008 | 450,231 |
| 2. | An ordinary resolution to approve any motion by the chair of the EGM to adjourn the EGM, or any adjournments thereof, to another time and place, if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the EGM to approve Resolution 1. Although this proposal was approved, adjournment of the EGM was not necessary or appropriate because there were sufficient votes at the time of the EGM to approve Resolution 1. |
| For |
Against |
Abstain | ||
| 181,225,888 | 17,338,206 | 418,003 |
| Item 8.01 | Other Events |
On August 26, 2020, the Company and WTW issued a joint press release announcing, among other things, the voting results of the EGM. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(a) - (c) Not applicable.
(d) Exhibits:
| Exhibit |
Description of Exhibit | |
| 99.1 | Joint press release issued by the Company and WTW on August 26, 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 their knowledge and belief (having taken all reasonable care to ensure such is the case), the information contained in this document 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.
| Aon plc | ||||||
| By: | /s/ Molly Johnson | |||||
| Molly Johnson | ||||||
| Assistant Corporate Secretary | ||||||
| Date: August 26, 2020 | ||||||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 8/26/20 | |||
| 7/8/20 | DEFM14A | |||
| List all Filings | ||||