8-KShareholder MattersCorporate Changes

Aon plc 8-K Report, Code of Ethics Amendment (May 21, 2012)

Filed May 21, 2012For Securities:AON

Summary

This 8-K filing from Aon plc, dated May 21, 2012, reports on two key events: the approval of a revised Code of Business Conduct and Ethics by the Board of Directors and the outcomes of the company's Annual General Meeting (AGM) of Shareholders held on May 18, 2012. The revised Code of Business Conduct and Ethics, effective immediately upon Board adoption, aims to enhance readability and includes new sections on business ethics, professional behavior, social media, corporate citizenship, and charitable contributions, superseding previous codes. This update reflects Aon's commitment to maintaining strong ethical standards across its global operations. The AGM saw high shareholder participation, with over 88% of Class A Ordinary Shares represented. Shareholders overwhelmingly approved all three proposals presented: the election of eleven director nominees, the ratification of Ernst & Young LLP as the independent registered public accounting firm for 2012, and an advisory vote on executive compensation. The strong shareholder support for these critical governance and executive matters indicates confidence in the company's leadership and direction.

Key Highlights

  • 1Aon plc's Board of Directors approved a revised Code of Business Conduct and Ethics, effective May 18, 2012, enhancing readability and adding new sections on key ethical and social responsibility areas.
  • 2The revised Code supersedes previous codes and applies to all directors, officers, and employees, underscoring a commitment to robust corporate governance.
  • 3Aon held its Annual General Meeting of Shareholders on May 18, 2012, with 88.59% of shares represented.
  • 4All eleven director nominees were elected to serve until the 2013 Annual General Meeting, reflecting shareholder confidence in the current board.
  • 5Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year 2012.
  • 6An advisory vote on executive compensation received majority approval from shareholders.

Frequently Asked Questions

The revised Code of Business Conduct and Ethics, approved on May 18, 2012, enhances readability and introduces new sections covering business ethics, professional behavior, social media use, corporate citizenship, and charitable contributions. It supersedes all prior codes and applies to all directors, officers, and employees of Aon.

At the Annual General Meeting held on May 18, 2012, shareholders overwhelmingly approved all three proposals. This included the election of all eleven director nominees, the ratification of Ernst & Young LLP as the company's independent auditor for 2012, and an advisory vote to approve executive compensation.

There was significant shareholder participation at the Annual General Meeting, with a total of 289,163,015 Class A Ordinary Shares represented in person or by proxy, which constituted 88.59% of the total shares entitled to vote.

The advisory vote on executive compensation was approved by shareholders. While the proposal passed, the breakdown shows a significant number of 'Against' votes (53,468,837) compared to 'For' votes (214,235,094), indicating that while a majority approved, executive compensation was a point of discussion or concern for a notable portion of the voting shareholders.