Arthur J. Gallagher (AJG) shareholders elect board, ratify EY and approve Say-on-Pay

Rhea-AI Filing Summary

Arthur J. Gallagher & Co. reported the results of its Annual Meeting of Stockholders held on May 12, 2026. Stockholders elected all nine director nominees to serve until the 2027 annual meeting, with each nominee receiving strong majority support in votes cast.

Stockholders also approved the ratification of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. In addition, they approved, on a non-binding advisory basis, the company’s named executive officers’ compensation, commonly referred to as Say‑on‑Pay.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-Pay votes for: 200,825,370 votes Say-on-Pay votes against: 18,035,501 votes Auditor ratification votes for: 225,670,790 votes +3 more

6 metrics

Say-on-Pay votes for 200,825,370 votes Non-binding advisory vote on executive compensation

Say-on-Pay votes against 18,035,501 votes Non-binding advisory vote on executive compensation

Auditor ratification votes for 225,670,790 votes Ratification of Ernst & Young LLP for FY 2026

Deborah Caplan director votes for 211,513,060 votes Election of director at 2026 annual meeting

Teresa Clarke director votes for 218,062,809 votes Election of director at 2026 annual meeting

Broker non-votes on Say-on-Pay 17,728,311 votes Broker non-votes for Say-on-Pay proposal

Key Terms

Annual Meeting of Stockholders, Independent Registered Public Accounting Firm, Say-on-Pay, Broker Non-Votes, +1 more

5 terms

Annual Meeting of Stockholders regulatory

"held its Annual Meeting of Stockholders on May 12, 2026"

Independent Registered Public Accounting Firm regulatory

"appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Say-on-Pay financial

"approved, on a non-binding advisory basis, the Company’s named executive officers’ compensation (“Say-on-Pay”)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Broker Non-Votes regulatory

"Election of Directors | For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis regulatory

"approved, on a non-binding advisory basis, the Company’s named executive officers’ compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Understanding 8-K Material Events →

0000354190false00003541902026-05-122026-05-12

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

May 12, 2026

Date of Report: (Date of earliest event reported)

__________________________

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 Golf Road, Rolling Meadows, Illinois 60008, (630) 773-3800

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

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:

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))

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 12, 2026 (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 2027 Annual Meeting of Stockholders, (ii) approved the ratification of the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026 (“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
Deborah Caplan						211,513,060						7,202,894						362,383						17,728,311
Teresa Clarke						218,062,809						769,246						246,282						17,728,311
John Coldman						217,116,946						1,634,326						327,065						17,728,311
Richard Harries						217,583,019						1,085,307						410,011						17,728,311
Pat Gallagher						210,660,653						8,259,296						158,388						17,728,311
David Johnson						209,086,172						8,450,616						1,541,549						17,728,311
Chris Miskel						196,557,440						21,836,322						684,575						17,728,311
Ralph Nicoletti						215,380,816						3,204,733						492,788						17,728,311
Norman Rosenthal						214,403,981						4,201,669						472,687						17,728,311

						For						Against						Abstain
Auditor Ratification						225,670,790						9,793,375						1,342,483

						For						Against						Abstain						Broker Non-Votes
Say-on-Pay						200,825,370						18,035,501						217,466						17,728,311

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 13, 2026			By:						/s/ Walter D. Bay
									Walter D. Bay Vice President, General Counsel and Secretary

FAQ

What did Arthur J. Gallagher & Co. (AJG) stockholders approve at the 2026 annual meeting?

Stockholders elected all nine director nominees, ratified Ernst & Young LLP as independent auditor for 2026, and approved the company’s Say‑on‑Pay advisory vote on executive compensation at the May 12, 2026 annual meeting.

How did Arthur J. Gallagher & Co. (AJG) stockholders vote on Say-on-Pay in 2026?

The Say‑on‑Pay proposal received 200,825,370 votes for, 18,035,501 votes against, 217,466 abstentions, and 17,728,311 broker non‑votes, indicating broad support for the company’s named executive officers’ compensation program.

Which auditor did Arthur J. Gallagher & Co. (AJG) stockholders ratify for 2026?

Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 225,670,790 votes for, 9,793,375 against, and 1,342,483 abstentions.

Were all Arthur J. Gallagher & Co. (AJG) director nominees elected at the 2026 meeting?

Yes. All nine director nominees, including Deborah Caplan, Teresa Clarke, Pat Gallagher, and others, were elected to serve until the 2027 annual meeting, each receiving substantially more votes for than against.

When was the Arthur J. Gallagher & Co. (AJG) 2026 Annual Meeting held?

The company held its 2026 Annual Meeting of Stockholders on May 12, 2026. At this meeting, stockholders voted on director elections, auditor ratification, and an advisory Say‑on‑Pay proposal on executive compensation.

Filing Exhibits & Attachments

3 documents

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