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: October 27, 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 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 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 1.01. |
Entry Into a Material Definitive Agreement. |
On October 30, 2020, Aon plc (the “Company”) and Willis Towers Watson Public Limited Company entered into an amendment (the “Amendment”) to the previously announced Business Combination Agreement, dated March 9, 2020, to provide that, at the effective time of the transaction, there will be 12 members of the Company’s Board of Directors (the “Board), including one director mutually agreed by the parties. The parties have mutually agreed that Bryon Spruell will serve in that capacity.
The foregoing description of the Amendment is only a summary, does not purport to be complete and is qualified in its entirety by the complete text of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective October 27, 2020, the Board appointed Byron Spruell as a director of the Company. Mr. Spruell will serve until the Company’s 2021 annual general meeting of shareholders, when he is expected to be subject to re-appointment by a vote of the Company’s shareholders. The Board has appointed Mr. Spruell to the Audit and Governance/Nominating Committees of the Board.
Mr. Spruell is the President of League Operations at the National Basketball Association. Prior to joining the National Basketball Association, Mr. Spruell spent 20 years at Deloitte LLP, most recently as its Vice Chairman, Central Region Marketplace Leader and Chicago Managing Principal. He serves on several non-profit boards, including the University of Notre Dame Board of Trustees and the Jackie Robinson Foundation, among others.
Mr. Spruell will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices (prorated based on his start date), which are generally described in the Company’s Proxy Statement for the Company’s 2020 annual general meeting of shareholders, filed with the Securities and Exchange Commission on April 24, 2020.
| Item 9.01 |
Financial Statements and Exhibits |
| (a) - (c) |
Not applicable. |
| (d) |
Exhibits: |
|
Exhibit Number |
Description of Exhibit |
|
| 2.1 | Amendment No. 1 to Business Combination Agreement, entered into on October 30, 2020. | |
| 99.1 | Press release issued by the Company on October 30, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
Statement Required by the Irish Takeover Rules
The directors of the Company accept responsibility for the information contained in this document. To the best of the knowledge and belief of the directors of the Company (who have taken all reasonable care to ensure such is the case), the information contained in this document for which they respectively accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
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: October 30, 2020 | AON PLC | |||||
| By: |
/s/ Molly Johnson |
|||||
| Molly Johnson | ||||||
| Assistant Company Secretary | ||||||
Exhibit 2.1
Execution Version
AMENDMENT NO. 1 TO
BUSINESS COMBINATION AGREEMENT
This AMENDMENT No. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is dated as of October , 2020, by and between Aon plc, an Irish public limited company (“Aon”), and Willis Towers Watson Public Limited Company, an Irish public limited company (“WTW”). Capitalized terms used herein without definition shall have the meaning ascribed to them in the Business Combination Agreement (as defined below).
WHEREAS, Aon plc, a company incorporated under the laws of England and Wales, with registered company number 07876075 (“Aon UK”), and WTW are parties to that certain Business Combination Agreement, dated as of March 9, 2020 (as may be amended, modified or supplemented from time to time, the “Business Combination Agreement”);
WHEREAS, the Business Combination Agreement was assigned by Aon UK to Aon pursuant to that certain Assignment Agreement, dated as of April 2, 2020;
WHEREAS, Section 10.1(a) of the Business Combination Agreement provides that any term of the Business Combination Agreement may be amended, modified or supplemented by a written agreement signed by Aon and WTW; and
WHEREAS, Aon and WTW desire to amend the Business Combination Agreement as described herein.
NOW, THEREFORE, the parties hereto agree as follows:
| 1. |
AMENDMENT TO BUSINESS COMBINATION AGREEMENT |
| 1.1 |
Clause (b) of Section 8.12 of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows: |
“(b) the Aon Board of Directors shall be comprised of twelve members (including the Aon CEO and a new director to be mutually agreed by Aon and WTW), provided that if the specific mutually agreed director becomes unable to serve or resigns prior to the Effective Time or otherwise is not part of the Aon Board at the Effective Time, the Aon Board of Directors shall be comprised of eleven members, including the Aon CEO”.
| 2. |
GENERAL |
2.1 The Business Combination Agreement, as amended by this Amendment, together with any other writings referred to in the Business Combination Agreement or delivered pursuant thereto which form a part thereof, contain the entire agreement among the parties with respect to the subject matter thereof and amend, restate and supersede all prior and contemporaneous arrangements or understandings with respect thereto.
2.2 Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Business Combination Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Business Combination Agreement, as amended hereby. Except as specifically amended above, the Business Combination Agreement shall remain unchanged and in full force and effect and is hereby ratified and confirmed.
2.3 The following provisions of the Business Combination Agreement shall apply to this Amendment mutatis mutandis: Section 10.4 (Notices), Section 10.8 (Counterparts), Section 10.11 (Governing Law; Jurisdiction), Section 10.13 (Assignment) and Section 10.14 (Enforcement; Remedies).
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| AON PLC | ||
| By: |
/s/ Gregory C. Case |
|
| Name: | Gregory C. Case | |
| Title: | Chief Executive Officer | |
[Signature Page to Amendment No. 1 to Business Combination Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | ||
| By: |
/s/ John J. Haley |
|
| Name: | John J. Haley | |
| Title: | Chief Executive Officer | |
[Signature Page to Amendment No. 1 to Business Combination Agreement]
Exhibit 99.1
News From Aon
Aon Appoints Byron Spruell to Board of Directors
DUBLIN, October 30, 2020 – Aon plc (NYSE: AON), a leading global professional services firm providing a broad range of risk, retirement and health solutions, today announced that Byron Spruell, President, League Operations at the National Basketball Association (NBA), has been appointed to its Board of Directors.
“We are pleased to welcome Byron Spruell to the Aon Board of Directors,” said Lester B. Knight, Chair of Aon’s board. “With his dynamic leadership skills, unwavering integrity and keen strategic insight, Byron will provide valuable perspective on how the firm continues to evolve to better serve clients during this era of unprecedented volatility.”
In his role with the NBA, Spruell helps shape the future of the league, overseeing critical league operations, introducing innovations through strategy and analytics, and promoting the global growth and evolution of the game in coordination with League stakeholders, USA Basketball and the International Basketball Federation.
“Aon has been a leader in serving clients around the world for many years, and I consider it a privilege to join the team helping to chart its future,” Spruell said. “The most successful organizations build on their strengths, and it’s clear to me that Aon is committed to innovation and developing new answers to today’s most pressing challenges.”
Before joining the NBA in 2016, Spruell spent 20 years at Deloitte LLP, most recently as Vice Chairman, Central Region Marketplace Leader and Chicago Managing Principal. He led the firm’s client and business growth and strategic positioning across 22 states consisting of 31 offices and more than 14,000 Deloitte professionals. He serves on several non-profit boards, including the University of Notre Dame Board of Trustees and the Jackie Robinson Foundation, among others. Spruell earned a bachelor’s degree in mechanical engineering and an MBA in finance from the University of Notre Dame.
For a list of the members of Aon’s Board of Directors, please click here.
About Aon
Aon plc (NYSE: AON) is a leading global professional services firm providing a broad range of risk, retirement and health solutions. Our 50,000 colleagues in 120 countries empower results for clients by using proprietary data and analytics to deliver insights that reduce volatility and improve performance.
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