Arthur J. Gallagher & Co. 8-K 2024-05-07

Form 8-K

Filed 2024-05-08. 1 sections, 5K characters. Original on sec.gov · Markdown · JSON

Arthur J. Gallagher & Co.

Date: May 8, 2024

/s/ Walter D. Bay

Walter D. Bay

Vice President, General Counsel and Secretary

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 7, 2024

ARTHUR J. GALLAGHER & CO.

(Exact name of registrant as specified in its charter)


Delaware	1-09761	36-2151613
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2850 W. Golf Road, Rolling Meadows, Illinois		60008-4050
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (630) 773-3800

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.00 par value		AJG		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Arthur J. Gallagher & Co. (the “Company”) held its Annual Meeting of Stockholders on May 7, 2024 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected all nine director nominees, whose names appear below, to serve until the Company’s 2025 Annual Meeting of Stockholders, (ii) approved ratification of the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2024 (“Auditor Ratification”), and (iii) approved, on a non-binding advisory basis, the Company’s named executive officers’ compensation (“Say-on-Pay”). The final voting results are set forth below:


Election of Directors	For		Against		Abstain		Broker Non-Votes
Sherry Barrat		171,496,595		6,605,422		260,007		15,844,935
Deborah Caplan		177,916,908		174,298		270,818		15,844,935
Teresa Clarke		177,539,153		564,535		258,336		15,844,935
John Coldman		176,094,010		1,997,447		270,567		15,844,935
Pat Gallagher		165,485,147		12,186,814		690,063		15,844,935
David Johnson		167,953,339		10,123,161		285,524		15,844,935
Chris Miskel		162,442,213		15,646,451		273,360		15,844,935
Ralph Nicoletti		176,395,689		1,693,603		272,732		15,844,935
Norman Rosenthal		173,123,991		4,973,659		264,374		15,844,935

	For		Against		Abstain
Auditor Ratification		181,048,278		11,629,455		1,529,226

	For		Against		Abstain		Broker Non-Votes
Say-on-Pay		161,134,482		16,051,758		1,175,784		15,844,935

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.