Item 1.01. Entry into a Material Definitive Agreement.
The disclosure under Item 1.02 is incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement
As previously announced, on March 9, 2020, Aon plc, a company incorporated under the laws of England and Wales (“Aon UK”), and Willis Towers Watson Public Limited Company, an Irish public limited company (“WTW”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with respect to a combination of the parties. Additionally, as previously disclosed, on April 2, 2020, Aon plc, an Irish public limited company (the “Company”) and Aon UK entered into an assignment agreement with respect to the assignment by Aon UK, and the assumption by the Company, of all of Aon UK’s rights and obligations under certain agreements, including the Business Combination Agreement.
On July 26, 2021, the Company and WTW entered into an agreement to terminate the Business Combination Agreement (the “Termination Agreement”). Pursuant to the Termination Agreement, the Business Combination Agreement was terminated and the Company agreed to pay to WTW, within 48 hours of the execution of the Termination Agreement, the Regulatory Termination Fee (as defined in the Business Combination Agreement) of one billion dollars ($1,000,000,000), as contemplated by the Business Combination Agreement. Under the Termination Agreement, the Company and WTW, on behalf of themselves and certain other related and affiliated parties, each agreed to release the other from all claims and actions arising out of or related to the Business Combination Agreement and the transactions contemplated thereby, subject to certain exceptions.
The Termination Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary of the Termination Agreement is qualified in its entirety by reference to Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 26, 2021, Aon Corporation, a wholly owned subsidiary of the Company, entered into an amendment (the “Davies Amendment”) to the Employment Agreement dated October 3, 2007, and amended March 27, 2012, February 20, 2015, and April 19, 2018, with Christa Davies, the Company’s Executive Vice President and Chief Financial Officer (the “Davies Employment Agreement”). The Davies Amendment extends the term of the Davies Employment Agreement, which was previously set to expire on April 1, 2023, to expire on April 1, 2026, unless otherwise terminated in accordance with its terms. The Davies Amendment makes no changes to Ms. Davies’s compensation arrangements.
On July 26, 2021, the Company and Aon Corporation entered into an amendment (the “Case Amendment”) to the Employment Agreement dated January 16, 2015 and amended April 20, 2018 and May 15, 2018, with Gregory C. Case, the Company’s President and Chief Executive Officer (the “Case Employment Agreement”). The Case Amendment extends the term of the Case Employment Agreement, which was previously set to expire on April 1, 2023, to expire on April 1, 2026, unless otherwise terminated in accordance with its terms. The Case Amendment makes no changes to Mr. Case’s compensation arrangements.
The foregoing summaries are qualified in their entirety by reference to the Davies Amendment and the Case Amendment, copies of which are attached hereto as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On July 26, 2021, the Company and WTW issued a joint press release regarding the Termination Agreement.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
