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 26, 2026
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.) |
15 George’s Quay, Dublin 2, Ireland D02 VR98
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: +353 1 266 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):
| ☐ | 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 | Name of each exchange on which registered | ||
| Class A Ordinary Shares $0.01 nominal value | AON | 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 North America, Inc.’s 5.125% Senior Notes due 2027 | AON27B | New York Stock Exchange | ||
| Guarantees of Aon North America, Inc.’s 5.150% Senior Notes due 2029 | AON29 | 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 | AON31A | New York Stock Exchange | ||
| Guarantees of Aon North America, Inc.’s 5.300% Senior Notes due 2031 | AON31B | New York Stock Exchange | ||
| Guarantee of Aon Corporation and Aon Global Holdings plc’s 5.00% Senior Notes due 2032 | AON32 | 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 North America, Inc.’s 5.450% Senior Notes due 2034 | AON34 | 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 4.45% 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 | ||
| Guarantees of Aon North America, Inc.’s 5.750% Senior Notes due 2054 | AON54 | 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. |
Amendment to International Assignment Letter
On June 26, 2026, Aon Corporation (“Aon Corporation”), an indirect, wholly owned subsidiary of Aon plc (“Aon” or the “Company”), 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 (as amended, 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, 2026, to expire on June 30, 2027.
The foregoing summary is qualified in its entirety by reference to the Case Amendment, a copy of which is attached as Exhibit 10.1 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 of Shareholders (the “Annual Meeting”) on June 26, 2026. A total of 195,430,939 Class A Ordinary Shares of Aon (“Class A Ordinary Shares”), or 91.51% 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 Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”), and cast their votes as described below:
| 1. | The election of 13 nominees to serve as directors. All of the nominees were elected. |
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Lester B. Knight | 165,144,869 | 15,620,855 | 1,034,059 | 13,631,156 | ||||||||||||
| Gregory C. Case | 179,147,649 | 1,606,288 | 1,045,846 | 13,631,156 | ||||||||||||
| Jose Antonio Álvarez | 177,731,329 | 3,014,196 | 1,054,258 | 13,631,156 | ||||||||||||
| Jin-Yong Cai | 174,125,157 | 6,621,941 | 1,052,685 | 13,631,156 | ||||||||||||
| Jeffrey C. Campbell | 176,879,147 | 3,873,093 | 1,047,543 | 13,631,156 | ||||||||||||
| Cheryl A. Francis | 169,001,932 | 11,762,421 | 1,035,430 | 13,631,156 | ||||||||||||
| Jo Ann Jenkins | 180,171,425 | 578,266 | 1,050,092 | 13,631,156 | ||||||||||||
| Adriana Karaboutis | 177,781,035 | 2,967,949 | 1,050,799 | 13,631,156 | ||||||||||||
| Richard C. Notebaert | 166,529,875 | 14,215,327 | 1,054,581 | 13,631,156 | ||||||||||||
| Gloria Santona | 168,182,011 | 12,583,545 | 1,034,227 | 13,631,156 | ||||||||||||
| Sarah E. Smith | 179,809,187 | 940,353 | 1,050,243 | 13,631,156 | ||||||||||||
| Byron O. Spruell | 171,612,034 | 9,128,085 | 1,059,664 | 13,631,156 | ||||||||||||
| James G. Stavridis | 178,830,425 | 1,909,168 | 1,060,190 | 13,631,156 | ||||||||||||
| 2. | An advisory vote to approve executive compensation. This advisory resolution was not approved. |
| For | Against | Abstain | Broker Non-Votes | |||
| 69,888,299 | 110,798,636 | 1,112,848 | 13,631,156 |
| 3. | The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. This ordinary resolution was approved. |
| For | Against | Abstain | ||
| 174,935,923 | 19,452,290 | 1,042,726 |
| 4. | 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 of shareholders. This ordinary resolution was approved. |
| For | Against | Abstain | ||
| 178,371,633 | 16,018,978 | 1,040,328 |
| 5. | The authorization of the Company’s Board of Directors or the Audit Committee of the Company’s Board of Directors to determine the remuneration of Ernst & Young Chartered Accountants as the Company’s statutory auditor. This ordinary resolution was approved. |
| For | Against | Abstain | ||
| 188,174,624 | 6,222,678 | 1,033,637 |
| 6. | The authorization of the Company’s Board of Directors to issue Class A Ordinary Shares under Irish law for a period expiring on the date which is 18 months from the date of the Annual Meeting. This ordinary resolution was approved. |
| For | Against | Abstain | ||
| 189,746,449 | 4,618,161 | 1,066,329 |
| 7. | The authorization of the Company’s Board of Directors to opt-out of statutory pre-emption rights under Irish law for a period expiring on the date which is 18 months from the date of the Annual Meeting. This special resolution was approved. |
| For | Against | Abstain | ||
| 182,606,169 | 11,750,382 | 1,074,388 |
| Item 8.01 | Other Events. |
On June 26, 2026, the Company’s Board of Directors approved an increase to the Company’s share repurchase program, authorizing Aon to buy back an additional $7.5 billion of Class A Ordinary Shares. This is in addition to Aon’s existing share repurchase program, which had approximately $0.8 billion of remaining authorization as of March 31, 2026. The program does not obligate Aon to acquire any particular amount of shares.
* * * *
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number | Description of Exhibit | |
| 10.1 | Amendment to International Assignment Letter, dated June 26, 2026, between Aon Corporation and Greg Case. | |
| 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.
| Aon plc | ||
| By: | /s/ Darren Zeidel | |
| Name: | Darren Zeidel | |
| Title: | Executive Vice President, General Counsel and Company Secretary | |
Date: July 1, 2026