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Aon Plc
Jul 6, 2026 at 9:54 PM UTC
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Aon: 2026 AGM Voting Results

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 26, 2026 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.)

15 George's Quay, Dublin 2, Ireland D02 VR98

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: +353 1 266 6000 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)) 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 Corporation and Aon Global

Holdings plc's 2.85% Senior Notes due 2027 Guarantees of Aon North America, Inc.'s 5.125% Senior Notes due 2027

Guarantees of Aon North America, Inc.'s 5.150% Senior Notes due 2029

Guarantees of Aon Corporation and Aon Global Holdings plc's 2.05% Senior Notes due 2031 Guarantees of Aon Corporation and Aon Global Holdings plc's 2.60% Senior Notes due 2031 Guarantees of Aon North America, Inc.'s 5.300% Senior Notes due 2031

Guarantee of Aon Corporation and Aon Global Holdings plc's 5.00% Senior Notes due 2032 Guarantees of Aon Corporation and Aon Global Holdings plc's 5.35% Senior Notes due 2033 Guarantees of Aon North America, Inc.'s 5.450% Senior Notes due 2034

Guarantees of Aon plc's 4.250% Senior Notes due 2042

Guarantees of Aon plc's 4.45% Senior Notes due 2043

AON27 New York Stock Exchange

AON27B New York Stock Exchange

AON29 New York Stock Exchange

AON31 New York Stock Exchange

AON31A New York Stock Exchange

AON31B New York Stock Exchange

AON32 New York Stock Exchange

AON33 New York Stock Exchange

AON34 New York Stock Exchange

AON42 New York Stock Exchange

AON43 New York Stock Exchange

Guarantees of Aon plc's 4.600% Senior Notes due 2044

Guarantees of Aon plc's 4.750% Senior Notes due 2045

Guarantees of Aon Corporation and Aon Global Holdings plc's 2.90% Senior Notes due 2051 Guarantees of Aon Corporation and Aon Global Holdings plc's 3.90% Senior Notes due 2052 Guarantees of Aon North America, Inc.'s 5.750% Senior Notes due 2054

AON44 New York Stock Exchange

AON45 New York Stock Exchange

AON51 New York Stock Exchange

AON52 New York Stock Exchange

AON54 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.

Amendment to International Assignment Letter

On June 26, 2026, Aon Corporation ("Aon Corporation"), an indirect, wholly owned subsidiary of Aon plc ("Aon" or the "Company"), 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 (as amended, 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, 2026, to expire on June 30, 2027.

The foregoing summary is qualified in its entirety by reference to the Case Amendment, a copy of which is attached as Exhibit 10.1 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.

The Company held its Annual Meeting of Shareholders (the "Annual Meeting") on June 26, 2026. A total of 195,430,939 Class A Ordinary Shares of Aon ("Class A Ordinary Shares"), or 91.51% of the total shares entitled to vote, were represented at the Annual Meeting in person or by proxy.

Shareholders voted on the following seven proposals at the Annual Meeting, all of which are described in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2026 (the "Proxy Statement"), and cast their votes as described below:

  1. The election of 13 nominees to serve as directors. All of the nominees were elected.

    Nominee

    For

    Against

    Abstain

    Broker Non-Votes

    Lester B. Knight

    165,144,869

    15,620,855

    1,034,059

    13,631,156

    Gregory C. Case

    179,147,649

    1,606,288

    1,045,846

    13,631,156

    Jose Antonio Álvarez

    177,731,329

    3,014,196

    1,054,258

    13,631,156

    Jin-Yong Cai

    174,125,157

    6,621,941

    1,052,685

    13,631,156

    Jeffrey C. Campbell

    176,879,147

    3,873,093

    1,047,543

    13,631,156

    Cheryl A. Francis

    169,001,932

    11,762,421

    1,035,430

    13,631,156

    Jo Ann Jenkins

    180,171,425

    578,266

    1,050,092

    13,631,156

    Adriana Karaboutis

    177,781,035

    2,967,949

    1,050,799

    13,631,156

    Richard C. Notebaert

    166,529,875

    14,215,327

    1,054,581

    13,631,156

    Gloria Santona

    168,182,011

    12,583,545

    1,034,227

    13,631,156

    Sarah E. Smith

    179,809,187

    940,353

    1,050,243

    13,631,156

    Byron O. Spruell

    171,612,034

    9,128,085

    1,059,664

    13,631,156

    James G. Stavridis

    178,830,425

    1,909,168

    1,060,190

    13,631,156

  2. An advisory vote to approve executive compensation. This advisory resolution was not approved.

    For

    Against

    Abstain

    Broker Non-Votes

    69,888,299

    110,798,636

    1,112,848

    13,631,156

  3. The ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026. This ordinary resolution was approved.

    For

    Against

    Abstain

    174,935,923

    19,452,290

    1,042,726

  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 of shareholders. This ordinary resolution was approved.

    For

    Against

    Abstain

    178,371,633

    16,018,978

    1,040,328

  5. The authorization of the Company's Board of Directors or the Audit Committee of the Company's Board of Directors to determine the remuneration of Ernst & Young Chartered Accountants as the Company's statutory auditor. This ordinary resolution was approved.

    For Against Abstain

    188,174,624

    6,222,678

    1,033,637

  6. The authorization of the Company's Board of Directors to issue Class A Ordinary Shares under Irish law for a period expiring on the date which is 18 months from the date of the Annual Meeting. This ordinary resolution was approved.

    For Against Abstain

    189,746,449

    4,618,161

    1,066,329

  7. The authorization of the Company's Board of Directors to opt-out of statutory pre-emption rights under Irish law for a period expiring on the date which is 18 months from the date of the Annual Meeting. This special resolution was approved.

For

Against

Abstain

182,606,169

11,750,382

1,074,388

Item 8.01 Other Events.

On June 26, 2026, the Company's Board of Directors approved an increase to the Company's share repurchase program, authorizing Aon to buy back an additional $7.5 billion of Class A Ordinary Shares. This is in addition to Aon's existing share repurchase program, which had approximately $0.8 billion of remaining authorization as of March 31, 2026. The program does not obligate Aon to acquire any particular amount of shares.

* * * *

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

Number Description of Exhibit

10.1 Amendment to International Assignment Letter, dated June 26, 2026, between Aon Corporation and Greg Case.

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.

Aon plc

By: /s/ Darren Zeidel Name: Darren Zeidel

Title: Executive Vice President, General Counsel and

Company Secretary Date: July 1, 2026

Exhibit 10.1

Gregory Case Aon Corporation United States

June 26, 2026

International Assignment Extension: Chicago, Illinois to London, England

Dear Greg,

This letter serves to amend your international assignment letter effective July 1, 2016, governing the terms of your international assignment from Chicago, Illinois to Aon Global Limited in London, England (your "International Assignment Letter").

Pursuant to this letter, the term of your international assignment shall be extended an additional one year, through June 30, 2027.

Except as otherwise expressly modified herein, the terms of the International Assignment Letter, and your acknowledgment and acceptance thereof, shall continue in full force and effect.

Please confirm acceptance of the terms and conditions of this letter by signing below and returning a copy of the signed letter to me. Sincerely,

/s/ Lisa Stevens

Lisa Stevens

Chief Administrative Officer Acknowledged and Agreed:

/s/ Gregory Case Gregory Case