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): May 10, 2018
Aon plc
(Exact Name of
Registrant as Specified in Charter)
|
|
|
|
|
|
|
England and Wales
|
|
1-7933
|
|
98-1030901
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
|
122 Leadenhall Street, London, England
|
|
EC3V 4AN
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
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 May 10, 2018, Aon plc and Aon Corporation, an indirect, wholly owned
subsidiary of Aon plc, entered into an amendment to the Employment Agreement, dated January 16, 2015 and amended on April 20, 2018, with Gregory C. Case, the Company’s President and Chief Executive Officer (the “Case
Amendment”). The Case Amendment changes Mr. Case’s title from President and Chief Executive Officer of Aon plc and Aon Corporation to Chief Executive Officer of Aon plc and Aon Corporation, effective May 15, 2018.
On May 11, 2018, Aon Corporation entered into a letter agreement with Michael O’Connor (the “O’Connor Agreement”).
The O’Connor Agreement changes Mr. O’Connor’s title to
Co-President,
Aon plc and Aon Corporation, effective May 15, 2018, and supersedes and replaces the letter agreement entered into
between Mr. O’Connor and Aon Corporation dated March 1, 2018. No other changes were made to Mr. O’Connor’s employment arrangement.
On May 11, 2018, Aon Corporation entered into a letter agreement with Eric Andersen (the “Andersen Agreement”). The Andersen
Agreement changes Mr. Andersen’s title to
Co-President,
Aon plc and Aon Corporation, effective May 15, 2018, and supersedes and replaces the employment agreement entered into between
Mr. Andersen and the Company dated October 1, 2013. The Andersen Agreement provides that Mr. Andersen’s continued employment will be on an
at-will
basis and that he is eligible to
participate in the severance and change in control plan for the Company’s senior executives. No other changes were made to Mr. Andersen’s employment arrangement.
The foregoing summaries are qualified in their entirety by reference to the Case Amendment, the O’Connor Agreement, and the Andersen
Agreement, copies of which are attached hereto as Exhibits 10.1, 10.2, and 10.3 respectively, and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
* * * *
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: May 15, 2018
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment”), effective as of May 15, 2018, attaches to and forms part of that
certain Amended and Restated Employment Agreement dated as of January 16, 2015 (the “Agreement”), as amended April 20, 2018, 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 adjust Executive’s title and responsibilities such that his position shall be Chief Executive
Officer, instead of President and Chief Executive Officer, of both the Parent and the Company.
NOW THEREFORE, in consideration of the
premises and the mutual agreements contained herein, the parties hereby agree as follows:
|
|
1.
|
The second sentence of Section 2(a), Position and Duties; Responsibilities; Board Service, is hereby deleted in its entirety and replaced with the following: “The Executive shall serve as both the
Company’s and the Parent’s Chief Executive Officer.”
|
|
|
2.
|
The remaining provisions of the Agreement shall remain in effect as originally adopted.
|
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 &
|
|
|
|
CEO, Aon plc
|
|
Chief Human Resources Officer
|
|
|
|
CEO, Aon Corporation
|
|
|
|
|
|
AON plc
|
|
|
|
|
|
|
|
|
|
/s/ Anthony R. Goland
|
|
|
|
|
|
Anthony R. Goland
|
|
|
|
|
|
Executive Vice President &
|
|
|
|
|
|
Chief Human Resources Officer
|
|
|
|
|
Exhibit 10.2
PERSONAL AND CONFIDENTIAL
May 11, 2018
Michael J.
O’Connor
200 E. Randolph
Chicago, IL 60601
Re:
Employment Letter
Dear Mike,
Aon Corporation (the “Company”) is pleased to confirm in this Employment Letter (this “Letter”) the terms of your continued
employment at the Company in a new position as
Co-President,
Aon plc and Aon Corporation. Subject to your acceptance of this Letter, your continued employment in this position will be deemed to commence as of
May 15, 2018 (the “Effective Date”).
At-Will
Employment.
Your
employment with the Company pursuant to this Letter constitutes
at-will
employment and is not for a specified period. Nothing in this Letter is intended or should be construed as a contract for, or guarantee
of, continued employment. This Letter supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, whether oral or written, respecting your employment, including, without
limitation, the Employment Letter between you and the Company dated March 1, 2018 (your “March 2018 Employment Letter”).
Responsibilities.
As of the Effective Date, (i) you will continue to be employed by the Company and will be seconded to Aon plc,
(ii) you will serve in the position of
Co-President,
Aon Corporation and
Co-President,
Aon plc, and (iii) you will continue to be a Level 1 senior
executive of the Company (or comparable level if levels are changed). You will have the authority and responsibility consistent with your position, which shall be the authority and responsibility typically held by a senior executive of a global,
publicly-traded company. You also will perform other duties on behalf of the Company and its subsidiaries as may from time to time be authorized or directed by the Company’s Chief Executive Officer.
Outside Activities.
You may engage in charitable, civic or community activities and, with the prior approval of the General Counsel of
Aon plc (the “GC”), may serve as a director of any other business corporation, provided that (a) such activities or service do not interfere with your duties hereunder or violate the terms of any restrictive covenants applicable to
you, (b) such activities are consistent with the Aon Code of Business Conduct and are reviewed and approved by the GC, and (c) such other business corporation provides you with director and officer insurance coverage which, in the opinion
of the Company, is adequate under the circumstances.
Base Salary.
During your employment pursuant to this
Letter, the Company will continue to pay you a base salary at the rate of $900,000 per year (“Base Salary”), payable semi-monthly in accordance with the Company’s executive payroll policy. Your Base Salary will be reviewed annually on
the Company’s regular executive salary review schedule, and will be subject to adjustment at the discretion of the Organization and Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”), which
adjusted amount will be thereafter your “Base Salary” for all purposes hereunder.
Annual Incentive Compensation.
You will be eligible to participate in the annual incentive
compensation program for the Company’s senior executives in accordance with the provisions of such program, as amended from time to time. Your target bonus will be 100% of your Base Salary in effect at the end of such year. You acknowledge and
agree that any such annual incentive compensation program awards will be subject to payment pursuant to and in accordance with the Aon Incentive Stock Program, payable in a combination of cash and an Aon equity-based award, if applicable.
Long-Term Incentive Compensation.
You will be eligible to participate in the long-term incentive compensation programs for the
Company’s senior executives in accordance with the provisions of such programs, as amended from time to time, pursuant to which you will be eligible to receive, subject to the approval of the Compensation Committee, an annual equity award in an
amount that reflects and is consistent with your role and contribution.
Employee Benefits.
During the course of employment, you
will be entitled to participate in the Company’s employee benefit plans generally available to senior executives of the Company. In particular, you will be eligible to participate in an executive health program. Nothing in this Letter will
require the Company to establish, maintain or continue any of the benefits already in existence or hereafter adopted for executives of the Company and nothing in this Letter will restrict the right of the Company to amend, modify or terminate such
programs.
Vacation Time.
You will not accrue vacation time, but will be entitled to paid vacation time in accordance with usual
Company practices applicable to similarly situated employees.
Expense Reimbursement.
In accordance with Company policies and
procedures and on prescribed Company forms, the Company will reimburse you for all proper expenses incurred by you in the performance of your duties hereunder.
Severance and Change in Control Protection.
You will be eligible to participate in the severance and change in control plan for the
Company’s senior executives in accordance with the provisions of such plan, as amended from time to time.
Restrictive Covenants.
The compensation and benefits described above will be provided to you in consideration of your agreement to execute and comply with the Company’s standard
non-competition
and
non-solicitation
agreement for senior executives. By accepting this Letter, you acknowledge the receipt and sufficiency of such consideration.
If you accept the above-described terms and conditions of employment with the Company, please sign below and return this Letter to the
Company.
|
|
|
Sincerely,
|
|
|
|
/s/ Anthony R. Goland
|
|
|
|
Anthony R. Goland
|
|
Executive Vice President &
|
|
Chief Human Resources Officer
|
|
Aon plc and Aon Corporation
|
|
|
|
ACCEPTED AND AGREED:
|
|
|
|
/s/ Michael J. O’Connor
|
|
MICHAEL J. O’CONNOR
|
-2-
Exhibit 10.3
PERSONAL AND CONFIDENTIAL
May 11, 2018
Eric
Andersen
200 E. Randolph
Chicago, IL 60601
Re:
Employment Letter
Dear Eric,
Aon Corporation (the “Company”) is pleased to confirm in this Employment Letter (this “Letter”) the terms of your continued
employment at the Company in a new position as
Co-President,
Aon plc and Aon Corporation. Subject to your acceptance of this Letter, your continued employment in this position will be deemed to commence as of
May 15, 2018 (the “Effective Date”).
At-Will
Employment.
Your
employment with the Company pursuant to this Letter constitutes
at-will
employment and is not for a specified period. Nothing in this Letter is intended or should be construed as a contract for, or guarantee
of, continued employment. This Letter supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, whether oral or written, respecting your employment, including, without
limitation, the Employment Agreement between you and the Company dated October 1, 2013 (the “2013 Agreement”).
Responsibilities.
As of the Effective Date, (i) you will continue to be employed by the Company and will be seconded to Aon plc,
(ii) you will serve in the position of
Co-President,
Aon Corporation and
Co-President,
Aon plc, and (iii) you will continue to be a Level 1 senior
executive of the Company (or comparable level if levels are changed). You will have the authority and responsibility consistent with your position, which shall be the authority and responsibility typically held by a senior executive of a global,
publicly-traded company. You also will perform other duties on behalf of the Company and its subsidiaries as may from time to time be authorized or directed by the Company’s Chief Executive Officer.
Outside Activities.
You may engage in charitable, civic or community activities and, with the prior approval of the General Counsel of
Aon plc (the “GC”), may serve as a director of any other business corporation, provided that (a) such activities or service do not interfere with your duties hereunder or violate the terms of any restrictive covenants applicable to
you, (b) such activities are consistent with the Aon Code of Business Conduct and are reviewed and approved by the GC, and (c) such other business corporation provides you with director and officer insurance coverage which, in the opinion
of the Company, is adequate under the circumstances.
Base Salary.
During your employment pursuant to this
Letter, the Company will continue to pay you a base salary at the rate of $900,000 per year (“Base Salary”), payable semi-monthly in accordance with the Company’s executive payroll policy. Your Base Salary will be reviewed annually on
the Company’s regular executive salary review schedule, and will be subject to adjustment at the discretion of the Organization and Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”), which
adjusted amount will be thereafter your “Base Salary” for all purposes hereunder.
Annual Incentive Compensation.
You
will be eligible to participate in the annual incentive compensation program for the Company’s senior executives in accordance with the provisions of such program, as amended from time to time. Your target bonus will be 100% of your Base Salary
in effect at the end of such year and the maximum bonus will be 300% of the Executive’s Base Salary. You acknowledge and agree that any such annual incentive compensation program awards will be subject to payment pursuant to and in accordance
with the Aon Incentive Stock Program, payable in a combination of cash and an Aon equity-based award, if applicable.
Long-Term Incentive Compensation.
You will be eligible to participate in the long-term incentive
compensation programs for the Company’s senior executives in accordance with the provisions of such programs, as amended from time to time, pursuant to which you will be eligible to receive, subject to the approval of the Compensation
Committee, an annual equity award in an amount that reflects and is consistent with your role and contribution.
Employee Benefits.
During the course of employment, you will be entitled to participate in the Company’s employee benefit plans generally available to senior executives of the Company. In particular, you will be eligible to participate in an executive health
program. Nothing in this Letter will require the Company to establish, maintain or continue any of the benefits already in existence or hereafter adopted for executives of the Company and nothing in this Letter will restrict the right of the Company
to amend, modify or terminate such programs.
Vacation Time.
You will not accrue vacation time, but will be entitled to paid
vacation time in accordance with usual Company practices applicable to similarly situated employees.
Expense Reimbursement.
In
accordance with Company policies and procedures and on prescribed Company forms, the Company will reimburse you for all proper expenses incurred by you in the performance of your duties hereunder.
Severance and Change in Control Protection.
You will be eligible to participate in the severance and change in control plan for the
Company’s senior executives in accordance with the provisions of such plan, as amended from time to time.
Restrictive Covenants.
The compensation and benefits described above will be provided to you in consideration of your agreement to execute and comply with the Company’s standard
non-competition
and
non-solicitation
agreement for senior executives. By accepting this Letter, you acknowledge the receipt and sufficiency of such consideration.
If you accept the above-described terms and conditions of employment with the Company, please sign below and return this Letter to the
Company.
|
|
|
Sincerely,
|
|
|
|
/s/ Anthony R. Goland
|
|
|
|
Anthony R. Goland
|
|
Executive Vice President &
|
|
Chief Human Resources Officer
|
|
Aon Corporation
|
|
|
|
ACCEPTED AND AGREED:
|
|
|
|
/s/ Eric Andersen
|
|
ERIC ANDERSEN
|
-2-