Aon (NYSE: AON) adds $7.5B to Class A share repurchase plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Aon plc reported several governance and capital allocation updates. The Board of Directors approved an increase to the company’s share repurchase program, authorizing Aon to buy back an additional $7.5 billion of Class A Ordinary Shares, on top of approximately $0.8 billion of remaining authorization as of March 31, 2026. The program does not obligate Aon to repurchase any specific amount of shares.

The company held its Annual Meeting of Shareholders on June 26, 2026, with 195,430,939 Class A Ordinary Shares, or 91.51% of shares entitled to vote, represented in person or by proxy. Shareholders elected all nominated directors and voted on additional proposals described in the proxy statement. Aon Corporation and CEO Gregory C. Case also entered into an amendment extending his international assignment letter by one year to June 30, 2027.

Positive

Substantial new buyback authorization: The Board approved an additional $7.5 billion for repurchases of Class A Ordinary Shares, on top of about $0.8 billion remaining as of March 31, 2026, creating a large capacity for returning capital via share repurchases.

Negative

None.

Insights

Aon adds $7.5B to its share repurchase capacity, signaling substantial room for buybacks.

Aon plc expanded its share repurchase authorization by $7.5 billion, supplementing about $0.8 billion that remained as of March 31, 2026. This provides a sizeable pool for potential future buybacks of Class A Ordinary Shares.

The authorization is discretionary; the Board explicitly states the program does not obligate Aon to acquire any particular amount of shares. Actual repurchase activity will depend on future Board decisions, market conditions, and the company’s capital needs.

The filing also shows strong shareholder engagement, with 195,430,939 shares (about 91.51% of those entitled to vote) present or represented at the Annual Meeting on June 26, 2026. Subsequent disclosures may detail how actively Aon uses this expanded authorization over coming reporting periods.

8-K Event Classification

4 items: 5.02, 5.07, 8.01, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New buyback authorization: $7.5 billion Existing authorization remaining: $0.8 billion Shares represented at meeting: 195,430,939 shares +2 more

5 metrics

New buyback authorization $7.5 billion Additional share repurchase capacity approved by Board

Existing authorization remaining $0.8 billion Share repurchase authorization remaining as of March 31, 2026

Shares represented at meeting 195,430,939 shares Class A Ordinary Shares present or by proxy at Annual Meeting

Voting participation rate 91.51% Percentage of total shares entitled to vote represented at meeting

Gregory C. Case letter extension to June 30, 2027 New expiration date of international assignment letter

Key Terms

share repurchase program, Annual Meeting of Shareholders, Broker Non-Votes, international assignment letter, +1 more

5 terms

Annual Meeting of Shareholders financial

"The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 26, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Broker Non-Votes financial

"Abstain | | | Broker Non-Votes | ---------------------------------------------------------------------------- Lester B. Knight"

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.

international assignment letter financial

"the international assignment letter agreement dated July 1, 2016 between Aon Corporation and Mr. Case"

Class A Ordinary Shares financial

"A total of 195,430,939 Class A Ordinary Shares of Aon (“Class A Ordinary Shares”)"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

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Understanding 8-K Material Events →

Available on EDGAR 07/02/2026 - 04:49 AM Accepted by SEC EDGAR 07/02/2026 - 04:49 AM

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): June 26, 2026

Aon plc

(Exact name of registrant as specified in its charter)

Ireland

1-7933

98-1539969

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

15 George’s Quay, Dublin 2, Ireland D02 VR98

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +353 1 266 6000

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 (see General Instruction A.2. below):

☐	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
Class A Ordinary Shares $0.01 nominal value	AON	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.85% Senior Notes due 2027	AON27	New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.125% Senior Notes due 2027	AON27B	New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.150% Senior Notes due 2029	AON29	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.05% Senior Notes due 2031	AON31	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.60% Senior Notes due 2031	AON31A	New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.300% Senior Notes due 2031	AON31B	New York Stock Exchange
Guarantee of Aon Corporation and Aon Global Holdings plc’s 5.00% Senior Notes due 2032	AON32	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.35% Senior Notes due 2033	AON33	New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.450% Senior Notes due 2034	AON34	New York Stock Exchange
Guarantees of Aon plc’s 4.250% Senior Notes due 2042	AON42	New York Stock Exchange
Guarantees of Aon plc’s 4.45% Senior Notes due 2043	AON43	New York Stock Exchange
Guarantees of Aon plc’s 4.600% Senior Notes due 2044	AON44	New York Stock Exchange
Guarantees of Aon plc’s 4.750% Senior Notes due 2045	AON45	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.90% Senior Notes due 2051	AON51	New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 3.90% Senior Notes due 2052	AON52	New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.750% Senior Notes due 2054	AON54	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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to International Assignment Letter

On June 26, 2026, Aon Corporation (“Aon Corporation”), an indirect, wholly owned subsidiary of Aon plc (“Aon” or the “Company”), and Gregory C. Case entered into an amendment (the “Case Amendment”) to the international assignment letter agreement dated July 1, 2016 between Aon Corporation and Mr. Case (as amended, the “Case International Assignment Letter”). The Case Amendment extends the term of the Case International Assignment Letter, which was set to expire on June 30, 2026, to expire on June 30, 2027.

The foregoing summary is qualified in its entirety by reference to the Case Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on June 26, 2026. A total of 195,430,939 Class A Ordinary Shares of Aon (“Class A Ordinary Shares”), or 91.51% of the total shares entitled to vote, were represented at the Annual Meeting in person or by proxy.

Shareholders voted on the following seven proposals at the Annual Meeting, all of which are described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”), and cast their votes as described below:

1.	The election of 13 nominees to serve as directors. All of the nominees were elected.


Nominee	For		Against		Abstain		Broker Non-Votes
Lester B. Knight		165,144,869		15,620,855		1,034,059		13,631,156
Gregory C. Case		179,147,649		1,606,288		1,045,846		13,631,156
Jose Antonio Álvarez		177,731,329		3,014,196		1,054,258		13,631,156
Jin-Yong Cai		174,125,157		6,621,941		1,052,685		13,631,156
Jeffrey C. Campbell		176,879,147		3,873,093		1,047,543		13,631,156
Cheryl A. Francis		169,001,932		11,762,421		1,035,430		13,631,156
Jo Ann Jenkins		180,171,425		578,266		1,050,092		13,631,156
Adriana Karaboutis		177,781,035		2,967,949		1,050,799		13,631,156
Richard C. Notebaert		166,529,875		14,215,327		1,054,581		13,631,156
Gloria Santona		168,182,011		12,583,545		1,034,227		13,631,156
Sarah E. Smith		179,809,187		940,353		1,050,243		13,631,156
Byron O. Spruell		171,612,034		9,128,085		1,059,664		13,631,156
James G. Stavridis		178,830,425		1,909,168		1,060,190		13,631,156

2.	An advisory vote to approve executive compensation. This advisory resolution was not approved.


For	Against	Abstain	Broker Non-Votes
69,888,299	110,798,636	1,112,848	13,631,156

3.	The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. This ordinary resolution was approved.


For	Against	Abstain
174,935,923	19,452,290	1,042,726

4.	The re-appointment of Ernst & Young Chartered Accountants as the Company’s statutory auditor under Irish law to hold office from the conclusion of the Annual Meeting until the conclusion of the next annual general meeting of shareholders. This ordinary resolution was approved.


For	Against	Abstain
178,371,633	16,018,978	1,040,328

5.	The authorization of the Company’s Board of Directors or the Audit Committee of the Company’s Board of Directors to determine the remuneration of Ernst & Young Chartered Accountants as the Company’s statutory auditor. This ordinary resolution was approved.


For	Against	Abstain
188,174,624	6,222,678	1,033,637

6.	The authorization of the Company’s Board of Directors to issue Class A Ordinary Shares under Irish law for a period expiring on the date which is 18 months from the date of the Annual Meeting. This ordinary resolution was approved.


For	Against	Abstain
189,746,449	4,618,161	1,066,329

7.	The authorization of the Company’s Board of Directors to opt-out of statutory pre-emption rights under Irish law for a period expiring on the date which is 18 months from the date of the Annual Meeting. This special resolution was approved.


For	Against	Abstain
182,606,169	11,750,382	1,074,388

Item 8.01

Other Events.

On June 26, 2026, the Company’s Board of Directors approved an increase to the Company’s share repurchase program, authorizing Aon to buy back an additional $7.5 billion of Class A Ordinary Shares. This is in addition to Aon’s existing share repurchase program, which had approximately $0.8 billion of remaining authorization as of March 31, 2026. The program does not obligate Aon to acquire any particular amount of shares.

* * * *

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:


Exhibit Number		Description of Exhibit

10.1		Amendment to International Assignment Letter, dated June 26, 2026, between Aon Corporation and Greg Case.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.


Aon plc

By:		/s/ Darren Zeidel
Name:		Darren Zeidel
Title:		Executive Vice President, General Counsel and Company Secretary

Date: July 1, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 4.0 KB