Aon (AON) Proxy Filing summary

Executive summary

• Delivered strong 2024 performance with 17% total revenue growth, 6% organic revenue growth, and completion of the NFP acquisition, expanding presence in the middle market segment.

• Returned $1.6 billion to shareholders via share repurchases and dividends, maintaining a disciplined capital allocation model.

• Focused on four key non-GAAP metrics: organic revenue growth, adjusted operating margin, adjusted diluted EPS, and free cash flow.

• Implemented the 3x3 Plan (2024-2026) to accelerate integrated analytics, client leadership, and AI-driven service delivery.

Voting matters and shareholder proposals

• Election of 12 director nominees to serve until the 2026 annual general meeting.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Ernst & Young US as independent registered public accounting firm for 2025.

• Re-appointment of Ernst & Young Ireland as statutory auditor under Irish law.

• Authorization for the Board/Audit Committee to determine auditor remuneration.

• Renewal of Board authority to issue shares and opt-out of statutory pre-emption rights under Irish law.

• Approval to amend and restate the 2011 Incentive Plan, increasing shares available by 3.8 million.

Board of directors and corporate governance

• Board will consist of 12 directors post-2025 AGM, 11 of whom are independent, including the Chair.

• Recent Board refreshment: two new independent directors in 2024, four since 2022.

• Board committees include Audit, Finance, Governance/Nominating, Compensation, and Inclusion & Wellbeing.

• Annual Board, committee, and director peer evaluations; robust director onboarding and education.

• Shareholder right to call a special meeting; majority voting standard for director elections.