8-KLeadership ChangesMaterial AgreementsExhibits & Filings

Aon plc 8-K Report, Material Agreement (Oct 30, 2020)

Filed October 30, 2020For Securities:AON

Summary

This 8-K filing from Aon plc (AON) primarily details an amendment to their Business Combination Agreement with Willis Towers Watson Public Limited Company, agreed upon on October 30, 2020. The key change is the revised composition of Aon's Board of Directors post-transaction, which will now consist of 12 members. This includes one mutually agreed-upon director, identified as Bryon Spruell, who will join the board. Furthermore, the filing announces the appointment of Bryon Spruell as a director, effective October 27, 2020, serving until the 2021 annual general meeting. Mr. Spruell's extensive background includes leadership roles at the National Basketball Association and Deloitte LLP, and he has been appointed to Aon's Audit and Governance/Nominating Committees. His compensation will align with the company's standard non-employee director practices.

Key Highlights

  • 1Aon plc amended its Business Combination Agreement with Willis Towers Watson.
  • 2The amendment specifies the composition of Aon's Board of Directors post-transaction to be 12 members.
  • 3Bryon Spruell has been mutually agreed upon as a director to join the Board.
  • 4Bryon Spruell was officially appointed as a director on October 27, 2020, and will serve until the 2021 annual general meeting.
  • 5Mr. Spruell has been appointed to the Audit and Governance/Nominating Committees.
  • 6Mr. Spruell brings significant experience from leadership positions at the NBA and Deloitte.
  • 7Aon's press release regarding these events is included as an exhibit.

Frequently Asked Questions

The main purpose of this filing is to report an amendment to the Business Combination Agreement with Willis Towers Watson, specifically concerning the composition of Aon's Board of Directors after the transaction, and to announce the appointment of a new director, Bryon Spruell.

Bryon Spruell is a newly appointed director to Aon's Board, effective October 27, 2020. He has also been mutually agreed upon as one of the 12 directors for the combined entity. He brings a strong background in business operations and leadership, previously serving as President of League Operations at the National Basketball Association and holding significant roles at Deloitte LLP. He will also serve on the Audit and Governance/Nominating Committees.

The amendment to the Business Combination Agreement stipulates that at the effective time of the transaction, Aon's Board of Directors will consist of 12 members.

Mr. Spruell will serve as a director until Aon's 2021 annual general meeting of shareholders, at which point he is expected to be subject to re-appointment by a vote of the shareholders.