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Aon plc

For the period ended Jun 21, 2024. Filed Apr 29, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 21, 2024 · Filed Apr 29, 2024

AON$334.81-2.8%Stored close · as of Nov 6, 2026
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SCHEDULE 14A

(RULE

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the registrant

☒

Filed by a Party other than the registrant

☐

Check the appropriate box:

☐Preliminary proxy statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive proxy statement
☐Definitive additional materials
☐Soliciting material pursuant to Rule 14a-12

Aon plc

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Proxy Summary1
Proposal 1—Election of Directors8
Director Nominee Bios9
Corporate Governance15
Security Ownership of Directors and Executive Officers24
Principal Holders of Voting Securities25
Proposal 2—Advisory Resolution onExecutive Compensation26
Compensation Discussion and Analysis27
Compensation Committee Report41
Executive Compensation42
Report of the Audit Committee63
Proposal 3—Resolution to Ratify the Appointment of Independent Registered Public Accounting Firm65
Proposal 4—Resolution to re-appoint Ernst & Young Chartered Accountants as the Company’s Statutory Auditor Under Irish Law66
Proposal 5—Resolution to authorize the Board or the Audit Committee of the Board to Determine the Remuneration of the Company’s Statutory Auditor Under Irish Law66
Proposal 6—Resolution to Authorize the Board to Issue Class A Ordinary Shares Under Irish Law67
Proposal 7—Resolution to Authorize the Board to Opt-Out of Statutory Pre-emption Rights Under Irish Law68
Other Information70
Questions and Answers About the 2024 Annual General Meeting and Voting77
Appendix AA-1

Notice of Annual General Meeting of Shareholders

Friday, June 21, 2024 8:30 a.m. Irish Standard Time70 Sir John Rogerson’s Quay Dublin 2, Ireland

We are pleased to invite you to join the board of directors (the “Board” or the “Board of Directors”) and senior leadership at the Aon plc (“Aon” or the “Company”) annual general meeting of shareholders (the “Annual Meeting”) scheduled for Friday, June 21, 2024 at 8:30 a.m. Irish Standard Time.

Items of Business:

1.By separate resolutions, to elect the 12 director nominees described in the proxy statement.
2.To approve by an advisory resolution the compensation of the Company’s named executive officers.
3.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm (“Ernst & Young US”) for the fiscal year ending December 31, 2024.
4.To re-appoint Ernst & Young Chartered Accountants as the Company’s statutory auditor

under Irish law (“Ernst & Young Ireland”), to hold office until the conclusion of the Company’s next annual general meeting.

5.To authorize the Board or the Audit Committee of the Board to determine the remuneration of Ernst & Young Ireland, in its capacity as the Company’s statutory auditor under Irish Law.
6.To authorize the Board to issue Class A Ordinary Shares under Irish Law.
7.To authorize the Board to opt-out of statutory pre-emption rights under Irish Law.

Shareholders are strongly encouraged to vote their shares by proxy in advance of the Annual Meeting by one of the methods described on pages 77-78 of the proxy statement. Shareholders who wish to attend the Annual Meeting virtually may do so via webcast at meetnow.global/MLDMKCM, as further described on page 79 of the proxy statement. Note that attending the Annual Meeting virtually will not allow you to vote at the Annual Meeting. During the Annual Meeting, the Board will present, for consideration by the shareholders, the Company’s statutory financial statements under Irish law for the fiscal year ended December 31, 2023 (including the reports of the directors and the Irish statutory auditor thereon) and a review of the Company’s affairs. We urge you to read the attached proxy statement for additional information concerning the matters to be considered at the Annual Meeting. The proxy statement shall be deemed incorporated into this notice.

Holders of Class A Ordinary Shares at the close of business on April 12, 2024 can vote at the Annual Meeting. A shareholder of record entitled to attend and vote at the Annual Meeting may appoint one or more proxies to attend, speak, and vote on his or her behalf by any of the procedures set out below and on pages 77-78 of the proxy statement. A proxy holder need not be a shareholder of record. To be valid, a proxy must be received by the Company using one of such procedures no later than 5:00 pm (Irish Standard Time) on June 20, 2024, the proxy deadline.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 21, 2024.

The proxy statement and our Annual Report for the fiscal year ended December 31, 2023 are available at www.envisionreports.com/AON. Our Irish financial statements will be mailed to shareholders of record and made available at www.envisionreports.com/AON at least 21 days prior to the Annual Meeting. This notice and proxy statement are first being mailed or made available to shareholders on or about April 29, 2024.

By Order of the Board of Directors,

Darren Zeidel

Company Secretary

April 29, 2024

Your vote is important

Only holders of Class A Ordinary Shares as of the record date April 12, 2024 can vote at the Annual Meeting. Please cast your vote as soon as possible in one of the following ways:

Internet Online at www.envisionreports.com/AON and follow the instructions on your proxy card or notice of internet availability

Telephone Call 1-800-652-VOTE (8683)

Mail Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope

If you are a beneficial owner, you should follow the directions provided by your broker, bank or other nominee. You may submit instructions by telephone or through the Internet to your broker, bank, or other nominee, or request and return a paper proxy card to your broker, bank, or other nominee.

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