Executive Change · Shareholder Vote

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 19, 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 K0Y85 (Address of principal executive offices)   (Zip Code) 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 19, 2020, Aon Corporation, an indirect, wholly owned subsidiary of Aon plc, and Christa Davies entered into an amendment (the “Davies Amendment”) to the international assignment letter agreement dated July 1, 2016 between Aon Corporation and Ms. Davies (the “Davies International Assignment Letter”). The Davies Amendment extends the term of the Davies International Assignment Letter, which was set to expire on June 30, 2020, to expire on June 30, 2021. On June 19, 2020, Aon Corporation 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 (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, 2020, to expire on June 30, 2021. The foregoing summaries are qualified in their entirety by reference to the Davies Amendment and the Case Amendment, copies of which are attached as Exhibits 10.1 and 10.2, respectively, 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. Aon plc (the “Company”) held its Annual General Meeting of Shareholders (the “Annual Meeting”) on June 19, 2020. A total of 208,539,160 Class A Ordinary shares, or 90.24%, of the total shares entitled to vote, were represented at the Annual Meeting in person or by proxy. Shareholders voted on the following five proposals at the Annual Meeting, all of which are described in the Company’s proxy statement for the Annual Meeting, and cast their votes as described below:   1. The re-election of 11 nominees to serve as directors. All of the nominees were elected. Nominee   For     Against     Abstain     Broker  Non-Votes   Lester B. Knight     173,911,492       21,087,755       130,500       13,409,413   Gregory C. Case     189,026,467       5,990,453       112,827       13,409,413   Jin-Yong Cai     192,302,088       2,671,861       155,798       13,409,413   Jeffrey C. Campbell     188,922,241       6,073,395       134,111       13,409,413   Fulvio Conti     185,759,407       9,223,520       146,820       13,409,413   Cheryl A. Francis     190,032,425       4,976,566       120,756       13,409,413   J. Michael Losh     181,308,225       13,656,203       165,319       13,409,413   Richard B. Myers     184,219,718       10,750,363       159,666       13,409,413   Richard C. Notebaert     182,292,760       12,691,145       145,842       13,409,413   Gloria Santona     184,235,462       10,771,611       122,674       13,409,413   Carolyn Y. Woo     184,178,155       10,814,450       137,142       13,409,413     2. An advisory vote to approve executive compensation. This advisory resolution was approved. For     Against     Abstain     Broker  Non-Votes     179,631,159       15,160,167       338,421       13,409,413     3. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2020. This ordinary resolution was approved. For     Against     Abstain     201,148,837       7,282,501       107,822     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 next annual general meeting where accounts are laid before the Company. This ordinary resolution was approved. For     Against     Abstain     201,178,264       7,244,602       116,294     5. The authorization of the Company’s Board of Directors or the Audit Committee to determine the remuneration of Ernst & Young Chartered Accountants as the Company’s statutory auditors. This ordinary resolution was approved. For     Against     Abstain     207,488,737       913,979       136,444   Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number     Description of Exhibit             10.1     Amendment to International Assignment Letter, dated June 19, 2020, between Aon Corporation and Christa Davies.             10.2     Amendment to International Assignment Letter, dated June 19, 2020, between Aon Corporation and Gregory C. Case.             104     Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101). *    *    *    * 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: June 24, 2020     AON PLC                   By:   /s/ Molly Johnson       Molly Johnson       Assistant Company Secretary