8-K

Arthur J. Gallagher & Co.

Date: May 14, 2025

/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 13, 2025

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 13, 2025 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected all ten director nominees, whose names appear below, to serve until the Company’s 2026 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, 2025 (“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		206,454,344		8,489,745		425,479		14,944,264
Deborah Caplan		211,809,136		3,135,253		425,179		14,944,264
Teresa Clarke		214,366,799		657,966		344,803		14,944,264
John Coldman		211,431,241		3,582,095		356,232		14,944,264
Richard Harries		214,545,924		472,131		351,513		14,944,264
Pat Gallagher		201,137,091		13,961,043		271,434		14,944,264
David Johnson		202,727,559		10,881,147		1,760,862		14,944,264
Chris Miskel		200,626,672		14,418,022		324,874		14,944,264
Ralph Nicoletti		212,362,114		2,672,455		334,999		14,944,264
Norman Rosenthal		208,179,145		6,857,339		333,084		14,944,264


	For		Against		Abstain
Auditor Ratification		216,032,271		12,595,217		1,686,344


	For		Against		Abstain		Broker Non-Votes
Say-on-Pay		196,469,454		18,518,399		381,715		14,944,264

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.

SEC Form 8-K filed by Arthur J. Gallagher & Co.