DEF 14A

SCHEDULE 14A

(RULE

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the registrant

☒

Filed by a Party other than the registrant

☐

Check the appropriate box:

☐	Preliminary proxy statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive proxy statement

☐	Definitive additional materials

☐	Soliciting material pursuant to Rule 14a-12

Aon plc

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

LOGO

Table of Contents


Proxy Summary			1

Proposal 1—Election of Directors			8
Director Nominee Bios			9
Corporate Governance			15
Security Ownership of Directors and Executive Officers			24
Principal Holders of Voting Securities			25

Proposal 2—Advisory Resolution on Executive Compensation			26
Compensation Discussion and Analysis			27
Compensation Committee Report			41
Executive Compensation			42

Report of the Audit Committee			63

Proposal 3—Resolution to Ratify the Appointment of Independent Registered Public Accounting Firm			65

Proposal 4—Resolution to re-appoint Ernst & Young Chartered Accountants as the Company’s Statutory Auditor Under Irish Law			66

Proposal 5—Resolution to authorize the Board or the Audit Committee of the Board to Determine the Remuneration of the Company’s Statutory Auditor Under Irish Law			66

Proposal 6—Resolution to Authorize the Board to Issue Class A Ordinary Shares Under Irish Law			67

Proposal 7—Resolution to Authorize the Board to Opt-Out of Statutory Pre-emption Rights Under Irish Law			68

Other Information			70

Questions and Answers About the 2024 Annual General Meeting and Voting			77

SEC Form DEF 14A filed by Aon plc