Arthur J. Gallagher & Co. (AJG) 8-K Submission of Matters to a Vote of Security Holders

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 12, 2020

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.

The Company held its Annual Meeting of Stockholders on May 12, 2020 (the “Annual Meeting”). At the Annual Meeting, four items were submitted to the Company’s stockholders. The items are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 23, 2020 (the “Proxy Statement”).

At the Annual Meeting, the Company’s stockholders (i) elected all ten director nominees, whose names appear below, to serve until the Company’s 2021 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, 2020 (“Auditor Ratification”), (iii) approved, on a non-binding advisory basis, the Company’s named executive officers’ compensation (“Say-on-Pay”) and (iv) did not approve a stockholder proposal regarding a diversity search policy for director nominees and chief executive officers (“Diversity Search Policy”). The final voting results are set forth below:

Election of Directors	For		Against		Abstain		Broker Non-Votes*
Sherry S. Barrat		148,567,273		2,599,823		91,080		14,912,210
William L. Bax		143,083,779		8,076,640		97,757		14,912,210
D. John Coldman		150,674,368		433,002		150,806		14,912,210
Frank E. English, Jr.		147,527,597		3,580,939		149,640		14,912,210
J. Patrick Gallagher, Jr.		142,788,809		7,876,739		592,628		14,912,210
David S. Johnson		142,435,169		8,726,472		96,535		14,912,210
Kay W. McCurdy		138,532,928		12,434,584		290,664		14,912,210
Christopher C. Miskel		150,544,124		554,815		159,237		14,912,210
Ralph J. Nicoletti		150,342,681		756,204		159,291		14,912,210
Norman L. Rosenthal		147,175,552		3,984,281		98,343		14,912,210
Auditor Ratification		156,531,065		9,519,626		119,695		—
Say-on-Pay		140,613,477		10,488,097		156,602		14,912,210
Diversity Search Policy		36,723,783		113,546,604		987,789		14,912,210

* Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted with respect to a non-routine proposal because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares. If a broker does not receive voting instructions from the beneficial owner, a broker may vote on routine matters, such as the ratification of the Independent Registered Public Accounting Firm, but may not vote on non-routine matters. Broker non-votes are counted for the purpose of determining the presence of a quorum but are not counted for the purpose of determining the number of shares entitled to vote on non-routine matters such as the election of directors, the advisory Say-on-Pay vote, and the Diversity Search Policy vote.

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.

		Arthur J. Gallagher & Co.
Date: May 12, 2020	By:	/s/ WALTER D. BAY
		Walter D. Bay Vice President, General Counsel and Secretary