Bylaw Amendment · 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 2, 2021     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 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 2, 2021, the shareholders of Aon plc (the “Company”) approved an amendment to Article 190 of the Company’s Articles of Association to authorize the Company’s Board of Directors, with the authority of an ordinary resolution of the shareholders, to capitalize any profits available for distribution and any sum, for the time being, standing to the credit of any of the Company’s other reserves, reserve accounts or funds, by whatever name called and whether distributable or non-distributable (including, in particular, any unrealized revaluation reserves and any merger reserves) and to appropriate and apply the sum resolved to be capitalized in paying up in full unissued shares to be allotted to the shareholders or the shareholders of any class, of a nominal value or nominal value plus share premium, equal to the sum capitalized. The foregoing description of the amendment to Article 190 of the Company’s Articles of Association is not complete and is qualified in its entirety by reference to the Company’s Articles of Association, as amended, a copy of which is filed herewith as Exhibit 3.1.   Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its Annual General Meeting of Shareholders (the “Annual Meeting”) on June 2, 2021. A total of 210,626,187 Class A Ordinary shares, or 93.13%, of the total shares entitled to vote, were represented at the Annual Meeting in person or by proxy. Shareholders voted on the following eight proposals at the Annual Meeting, all of which are described in the Company’s proxy statement for the Annual Meeting (the “Proxy Statement”), and cast their votes as described below:     1. The re-election of 12 nominees to serve as directors. All of the nominees were elected.   Nominee    For    Against    Abstain    Broker Non-Votes Lester B. Knight    178,499,197    19,290,390    107,390    12,729,210 Gregory C. Case    194,600,530    3,203,651    92,796    12,729,210 Jin-Yong Cai    196,089,354    1,689,869    117,754    12,729,210 Jeffrey C. Campbell    174,657,109    23,138,580    101,288    12,729,210 Fulvio Conti    189,017,201    8,766,256    113,520    12,729,210 Cheryl A. Francis    195,592,313    2,217,646    87,018    12,729,210 J. Michael Losh    180,420,479    17,365,392    111,106    12,729,210 Richard B. Myers    190,287,642    7,509,938    99,397    12,729,210 Richard C. Notebaert    180,175,509    17,613,995    107,473    12,729,210 Gloria Santona    184,205,419    13,600,941    90,617    12,729,210 Byron O. Spruell    195,325,520    2,434,481    136,976    12,729,210 Carolyn Y. Woo    184,249,785    13,544,920    102,272    12,729,210     2. An advisory vote to approve executive compensation. This advisory resolution was approved.   For    Against    Abstain    Broker Non-Votes 182,019,599    14,897,692    979,686    12,729,210     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, 2021. This ordinary resolution was approved.   For    Against    Abstain 199,142,640    11,402,793    80,754   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. This ordinary resolution was approved.   For    Against    Abstain 198,717,801    11,816,467    91,919     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 207,619,851    2,908,316    98,020     6. The approval of an amendment to Article 190 of the Articles of Association of the Company as set forth in the Proxy Statement. This special resolution was approved.   For    Against    Abstain    Broker Non-Votes 197,537,974    121,250    237,753    12,729,210     7. The authorization of the Company’s Board of Directors to capitalize certain of the Company’s non-distributable reserves as set forth in the Proxy Statement. This ordinary resolution was approved.   For    Against    Abstain    Broker Non-Votes 196,991,609    242,408    662,960    12,729,210     8. The approval of the creation of distributable profits by the reduction and cancellation of certain amounts capitalized as set forth in the Proxy Statement. This special resolution was approved.   For    Against    Abstain    Broker Non-Votes 196,952,892    220,381    723,704    12,729,210   Item 9.01. Financial Statements and Exhibits. (d) Exhibits.   Exhibit Number    Description of       Exhibit 3.1    Memorandum and Articles of Association of Aon plc 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.   Date: June 4, 2021     AON PLC     By:   /s/ Julie Cho       Julie Cho       Assistant Company Secretary