8-KShareholder MattersOther EventsExhibits & Filings

Aon plc 8-K Report, Shareholder Vote Results (Aug 26, 2020)

Filed August 26, 2020For Securities:AON

Summary

Aon plc (AON) filed an 8-K on August 26, 2020, detailing the results of its extraordinary general meeting (EGM) held on August 25, 2020. The primary purpose of the EGM was to seek shareholder approval for the proposed acquisition of Willis Towers Watson Public Limited Company (WTW). Shareholders overwhelmingly approved the issuance of new shares required for the transaction, with a significant majority voting in favor. Additionally, shareholders approved a proposal to allow the EGM chair to adjourn the meeting if necessary to gather more proxies. However, this adjournment provision was not ultimately needed as the primary resolution passed with sufficient votes. This EGM outcome is a crucial step forward in Aon's strategy to combine with WTW, signaling strong shareholder support for the transformative deal.

Key Highlights

  • 1Shareholders overwhelmingly approved the ordinary resolution to issue Aon shares as consideration for the acquisition of Willis Towers Watson (WTW).
  • 2The vote on the issuance of shares for the WTW transaction saw strong support, with over 197 million 'For' votes versus approximately 1.4 million 'Against' votes.
  • 3A second resolution to allow for adjournment of the EGM if needed to solicit more proxies was also approved.
  • 4The adjournment resolution was not required as the primary resolution to approve the WTW deal consideration received sufficient votes.
  • 5The EGM confirmed the presence of a quorum in accordance with Irish law and company articles.
  • 6The company issued a joint press release with WTW on August 26, 2020, announcing these voting results.

Frequently Asked Questions

The main purpose of the EGM was for Aon shareholders to vote on the proposed acquisition of Willis Towers Watson (WTW). Specifically, shareholders were asked to approve the issuance of Aon shares required as consideration for the transaction.

Yes, Aon shareholders overwhelmingly approved the ordinary resolution to issue the aggregate scheme consideration (Aon shares) for the acquisition of WTW. The proposal passed with a substantial majority.

No, although a resolution to allow the EGM chair to adjourn the meeting was approved, the adjournment itself was not necessary because the resolution to approve the issuance of shares for the WTW acquisition received sufficient votes.

The shareholder approval of the share issuance is a significant milestone and indicates strong support for the proposed combination with WTW. It moves the transaction closer to completion, although other closing conditions would still apply.