8-KLeadership ChangesRegulation FDExhibits & Filings

Arthur J. Gallagher & Co. 8-K Report, Executive Changes (Mar 12, 2020)

Filed March 12, 2020For Securities:AJG

Summary

Arthur J. Gallagher & Co. (AJG) filed an 8-K on March 12, 2020, to announce a change in its Board of Directors. The company expanded its Board from nine to ten members and appointed Christopher C. Miskel to fill the new vacancy. Mr. Miskel will serve as a director until the 2020 Annual Meeting of Stockholders and has also been appointed to the Board's Audit Committee. This appointment is being made in accordance with the company's by-laws, and Mr. Miskel will receive standard compensation for non-employee directors. Importantly, there are no disclosed related-party transactions or special arrangements concerning his appointment, indicating a standard governance update. The company also furnished a press release detailing this appointment.

Key Highlights

  • 1Board size increased from nine to ten directors.
  • 2Christopher C. Miskel appointed as a new director.
  • 3Mr. Miskel's term as director extends until the 2020 Annual Meeting of Stockholders.
  • 4Mr. Miskel appointed to the Audit Committee of the Board.
  • 5Mr. Miskel will participate in the standard non-employee director compensation program.
  • 6No disclosable related-party transactions or special arrangements for Mr. Miskel's appointment.
  • 7Announcement made via press release attached as an exhibit.

Frequently Asked Questions

The company expanded its Board of Directors from nine to ten members in accordance with its Amended and Restated By-Laws. This expansion allowed for the appointment of a new director.

Christopher C. Miskel has been appointed as a new director to the Board of Arthur J. Gallagher & Co. He will serve until the 2020 Annual Meeting of Stockholders and has also been appointed to the Board's Audit Committee.

No, Mr. Miskel will participate in Gallagher's standard compensation program for non-employee directors, as previously described in the company's proxy statements.

The filing explicitly states there are no transactions requiring disclosure under Item 404(a) of Regulation S-K (related-party transactions) and no special arrangements under which he was selected. This suggests a standard governance appointment.