Aon (AON) Proxy filing summary

Executive summary

• Annual general meeting scheduled for June 26, 2026, with voting on key governance, compensation, and capital structure matters.

• Strong 2025 financial performance: 9% total revenue growth, 6% organic revenue growth, 25.3% operating margin, and $3.2B free cash flow.

• Returned $1.6B to shareholders via repurchases/dividends and completed a major divestiture, strengthening capital position.

• Board and management emphasize risk oversight, sustainability, and robust shareholder engagement.

Voting matters and shareholder proposals

• Election of 13 directors, all recommended by the Board, with majority voting in uncontested elections.

• Advisory vote on executive compensation (say-on-pay), with prior year support at 89%.

• Ratification of Ernst & Young US as independent auditor and re-appointment of Ernst & Young Ireland as statutory auditor.

• Authorization for Board to determine auditor remuneration, issue shares, and opt out of statutory pre-emption rights under Irish law.

Board of directors and corporate governance

• Board comprises 13 directors, 92% independent, with 38% gender and racial/ethnic diversity.

• Active refreshment: five new independent directors since 2022; robust onboarding and annual evaluations.

• Separation of Chair and CEO roles; independent Chair since 2008.

• Shareholders can call special meetings; strong share ownership guidelines for directors and executives.

• Five standing committees, including Audit, Finance, Governance/Nominating, Compensation, and People & Wellbeing.