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): May 18, 2012

 

 

Aon plc

(Exact Name of Registrant as Specified in Charter)

 

 

 

Registrant’s telephone number, including area code: +44 20 7623 5500

 

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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.05.  Amendment to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

 

On May 18, 2012, the Board of Directors of Aon plc (the “Company”) approved a revised Code of Business Conduct and Ethics (the “Code”) as part of its normal periodic review of Company policies.  The Code applies to all of the Company’s directors, officers and employees, and supersedes the Company’s prior Code of Business Conduct and the Company’s Code of Ethics for Senior Financial Officers.  The revised Code updates the prior Code of Business Conduct to enhance the readability of the Code, and adds new sections on business ethics, professional behavior, social media, corporate citizenship and charitable contributions.  A copy of the Code, as revised, is located on the Company’s website at www.aon.com under the Company Overview and Corporate Governance captions.

 

The amendments took effect upon adoption by the Board of Directors.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The Company held its Annual General Meeting of Shareholders on May 18, 2012.  A total of 289,163,015 Class A Ordinary Shares were represented at the Annual General Meeting in person or by proxy, or 88.59% of the total shares entitled to vote.

 

Shareholders voted on the following three proposals at the Annual General Meeting, all of which are described in the 2012 Proxy Statement, and cast their votes as described below:

 

1.              The election of eleven nominees to serve as Directors until the Company’s 2013 Annual General Meeting of Shareholders. All of the nominees were elected.

 

Nominee		For		Against		Abstain		Broker Non-Votes
Lester B. Knight		266,121,212		4,517,818		985,536		17,538,449
Gregory C. Case		268,331,610		2,350,832		942,124		17,538,449
Fulvio Conti		264,313,619		6,325,285		985,662		17,538,449
Cheryl A. Francis		268,995,480		1,624,588		1,004,498		17,538,449
Edgar D. Jannotta		266,697,423		3,929,508		997,635		17,538,449
J. Michael Losh		229,541,214		41,098,621		984,731		17,538,449
Robert S. Morrison		267,415,564		3,196,389		1,012,613		17,538,449
Richard B. Myers		267,505,933		3,102,452		1,016,181		17,538,449
Richard C. Notebaert		266,928,218		3,726,158		970,190		17,538,449
Gloria Santona		269,412,336		1,202,507		1,009,723		17,538,449
Carolyn Y. Woo		267,485,108		3,153,585		985,873		17,538,449

 

2.              The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year 2012.  This proposal was approved.

 

For		Against		Abstain
284,767,243		3,402,904		992,868

 

3.              An advisory vote to approve executive compensation. This proposal was approved.

 

For		Against		Abstain		Broker Non-Votes
214,235,094		53,468,837		3,920,635		17,538,449

 

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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/ Ram Padmanabhan
		Ram Padmanabhan
		Vice President, Chief Counsel — Corporate and Company Secretary
Date: May 21, 2012

 

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