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): April 19, 2018
Aon plc
(Exact Name of Registrant as Specified in Charter)
Registrant’s telephone number, including area code: +44 20 7623 5500
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)) |
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 April 19, 2018, Aon Corporation, an indirect, wholly owned subsidiary of Aon plc (the “Company”), entered into an amendment (the “Davies Amendment”) to the Employment Agreement dated October 3, 2007, and amended March 27, 2012 and February 20, 2015, with Christa Davies, the Company’s Executive Vice President and Chief Financial Officer (the “Davies Employment Agreement”). The Davies Amendment extends the term of the Davies Employment Agreement, which was originally set to expire on April 1, 2020, to expire on April 1, 2023, unless otherwise terminated in accordance with its terms. The Davies Amendment makes no changes to Ms. Davies’s compensation arrangements, but updates the Davies Employment Agreement to reflect her current base salary of $900,000 per year and her current international assignment arrangement.
On April 20, 2018, the Company and Aon Corporation entered into an amendment (the “Case Amendment”) to the Employment Agreement dated January 16, 2015 with Gregory C. Case, the Company’s President and Chief Executive Officer (the “Case Employment Agreement”). The Case Amendment extends the term of the Case Employment Agreement, which was originally set to expire on April 1, 2020, to expire on April 1, 2023, unless otherwise terminated in accordance with its terms. The Case Amendment makes no changes to Mr. Case’s compensation arrangements, but updates the Case Employment Agreement to reflect his current international assignment arrangement.
The foregoing summaries are qualified in their entirety by reference to the Davies Amendment and the Case Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description of Exhibit |
|
|
10.1
10.2 |
Amendment to Employment Agreement, dated April 19, 2018, by and between Aon Corporation and Christa Davies.
Amendment to Employment Agreement, dated April 20, 2018, by and among Aon plc, Aon Corporation, and Gregory C. Case. |
* * * *
EXHIBIT INDEX
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 Secretary |
|||||
| Date: April 25, 2018 | ||||||
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”), effective April 19, 2018, attaches to and forms part of that certain Employment Agreement dated as of October 3, 2007, and as amended effective March 27, 2012 and February 20, 2015 (the “Agreement”), between Aon Corporation, a Delaware corporation (the “Company”) and Christa Davies (the “Executive”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the Company and the Executive mutually desire to extend the Employment Period for three years and to amend other terms of the Agreement as provided in this Amendment.
NOW THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:
| 1. | Section 1, “Employment,” is hereby deleted in its entirety and replaced with the following: |
| l. | Employment. The Company hereby agrees to continue to employ the Executive and the Executive hereby agrees to remain employed upon the terms and subject to the conditions contained in this Agreement. The extended term of employment of the Executive pursuant to this Agreement (the “Employment Period”) that originally began on November 12, 2007 will end on April 1, 2023, unless renewed or terminated during the Employment Period as fully set forth in Section 4. |
| 2. | Section 3(a), Base Salary, is amended to reflect that the Executive’s current Base Salary is $900,000 per year. |
| 3. | Section 3(j), Change in Control Protection, is hereby deleted in its entirety. |
| 4. | The phrase “as defined in Section 4(c)(ii)(B), (C) or (D),” where it appears in Section 4(c)(iv) shall be deleted in its entirety. |
| 5. | The remaining provisions of the Agreement shall remain in effect as originally adopted. Notwithstanding the foregoing, the letter entered into between the parties effective as of July 1, 2016, setting forth the terms and conditions of the Executive’s extended international assignment to London (the “International Assignment Letter”), as amended or modified from time to time, or any duly executed and countersigned successor agreement to the International Assignment Letter, shall modify the Executive’s employment terms as set forth in the Agreement for the duration of the Executive’s international assignment. |
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement as of the date set forth above.
| AON CORPORATION | EXECUTIVE | |||
|
/s/ Anthony R. Goland |
/s/ Christa Davies |
|||
| Anthony R. Goland | Christa Davies | |||
| Executive Vice President & | Executive Vice President & | |||
| Chief Human Resources Officer | Chief Financial Officer | |||
Exhibit 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”), effective as of April 20, 2018, attaches to and forms part of that certain Amended and Restated Employment Agreement dated as of January 16, 2015 (the “Agreement”), among Aon Corporation, a Delaware corporation (the “Company”), Aon plc, a public limited company organized under English law (the “Parent”), and Gregory C. Case (the “Executive”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Agreement.
WHEREAS, the parties mutually desire to extend the Employment Period for three years and to amend other terms of the Agreement as provided in this Amendment.
NOW THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:
| 1. | The phrase “April 1, 2020” where it appears in Section 1 of the Agreement shall be replaced with “April 1, 2023.” |
| 2. | Section 15, International Assignment, is hereby deleted in its entirety and replaced with the following: |
15. International Assignment . Effective July 1, 2016, the parties entered into a letter setting forth the terms and conditions of the Executive’s extended international assignment to London and secondment to Aon plc (the “International Assignment Letter”). The terms of the International Assignment Letter, as amended or modified from time to time, or any duly executed and countersigned successor agreement to the International Assignment Letter, shall modify the Executive’s employment terms as set forth in this Agreement for the duration of the Executive’s international assignment.
| 3. | Clause (ii) of Section 17, Entire Agreement, is hereby deleted in its entirety and replaced with the following: |
(ii) the International Assignment Letter shall govern the terms of the Executive’s international assignment as set forth in Section 15 hereof.
Signature page follows
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Agreement as of the date set forth above.
| AON CORPORATION | EXECUTIVE | |||
|
/s/ Anthony R. Goland |
/s/ Gregory C. Case |
|||
| Anthony R. Goland | Gregory C. Case | |||
| Executive Vice President & | President & CEO, Aon plc | |||
| Chief Human Resources Officer | President & CEO, Aon Corporation | |||
| AON plc | ||||
|
/s/ Anthony R. Goland |
||||
| Anthony R. Goland | ||||
| Executive Vice President & | ||||
| Chief Human Resources Officer | ||||