AON plc

03/27/2024 | Press release | Distributed by Public on 03/27/2024 14:32

Management Change/Compensation - Form 8-K

Item 5.02

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

(e)

On March 21, 2024, the Organization and Compensation Committee (the "Compensation Committee") of the Board of Directors of Aon plc ("Aon") approved the amendment and restatement, effective as of January 1, 2024, of the Aon plc Leadership Performance Program (the "LPP"). The LPP is a sub-planof the shareholder-approved Aon plc 2011 Incentive Plan, as amended and restated April 19, 2023, which means that LPP awards are subject to the equity compensation plan terms approved by Aon's shareholders. Each award granted under the LPP consists of performance share units that are eligible to vest over a three-year period based on Aon's performance against cumulative adjusted diluted earnings per share targets over that period, and such other performance measures as may be determined by the Compensation Committee. The three-year LPP performance cycles run concurrently, so Aon may have up to three active cycles during a given year. Performance share units that vest under the LPP are settled in Class A Ordinary Shares of Aon, generally at the end of the applicable three-year performance period.

The amended and restated LPP approved by the Compensation Committee amends the LPP to provide for, among other things, the following: (i) the Committee will now have the discretion to choose performance measures in addition to cumulative adjusted earnings per share, including, but not limited to, share price hurdles, (ii) the retirement and involuntary termination vesting protection will now apply only if the applicable termination occurs at least one year or more after the grant date of the applicable award, and (iii) in certain circumstances the retirement vesting provisions may provide for continued eligibility to vest in full LPP awards, rather than pro rata portions of awards.

The foregoing summary of the terms and conditions of the LPP does not purport to be complete and is qualified in its entirety by reference to the full text of the LPP filed as Exhibit 10.1 to this report, which is incorporated herein by reference.