ARTHUR J. GALLAGHER& CO. (NYSE:AJG) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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ARTHUR J. GALLAGHER& CO. (NYSE:AJG) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07.

Submission of Matters to a Vote of Security
Holders.

Arthur J. Gallagher Co. (Gallagher) held its Annual
Meeting of Stockholders on May16, 2017 (the Annual
Meeting). At the Annual Meeting, five items were submitted to
Gallaghers stockholders.The items are described in more detail in
Gallaghers definitive proxy statement filed with the Securities
and Exchange Commission on March24, 2017 (the Proxy
Statement).

At the Annual Meeting, Gallaghers stockholders (i)elected all ten
director nominees, whose names appear below, to serve until
Gallaghers 2018 Annual Meeting of Stockholders, (ii)approved
Gallaghers 2017 Long-Term Incentive Plan, including the share
authorization and material terms of the performance goals for
purposes of Section 162(m) of the Internal Revenue Code (2017
Long-Term Incentive Plan); (iii)approved ratification of the
appointment of Ernst Young LLP as Gallaghers Independent
Registered Public Accounting Firm for the fiscal year ending
December31, 2017 (Auditor Ratification); (iv)approved our
named executive officers compensation (Say on Pay); and
(v)approved holding future advisory votes on executive
compensation every year (Say on Frequency). The final
voting results are set forth below:

Election of Directors For Against Abstain *Broker Non-Votes

Sherry S. Barrat

145,784,113 578,860 49,842 19,277,157

William L. Bax

140,071,496 6,286,075 55,244 19,277,157

D. John Coldman

145,843,578 518,454 50,783 19,277,157

Frank E. English, Jr.

144,263,001 2,098,424 51,390 19,277,157

J. Patrick Gallagher, Jr.

138,868,487 7,328,022 216,306 19,277,157

Elbert O. Hand

139,931,153 6,426,486 55,176 19,277,157

David S. Johnson

140,495,812 5,865,973 51,030 19,277,157

Kay W. McCurdy

142,995,424 3,267,874 149,517 19,277,157

Ralph J. Nicoletti

145,021,687 1,339,020 52,108 19,277,157

Norman L. Rosenthal

144,996,158 1,364,573 52,084 19,277,157

2017 Long-Term Incentive Plan

138,167,676 8,116,609 128,530 19,277,157

Auditor Ratification

157,180,311 8,446,728 62,933

Say on Pay

140,986,394 5,179,793 246,628 19,277,157
Say on Frequency 1 Year 2 Years 3 Years Abstain *Broker Non-Votes
129,676,890 1,259,305 15,309,963 166,657 19,277,157

A majority of the votes cast by stockholders at the Annual
Meeting voted, on an advisory basis, to hold future say-on-pay votes every year.
In line with this, the Board of Directors has decided that it
will hold a say-on-pay vote every year until the next required
say-on-frequency vote, which will occur no later than our 2023
Annual Meeting of Stockholders.

*

Broker non-votes represent shares held by broker nominees
for beneficial owners that were not voted with respect to a
non-routine proposal because the broker nominee did not
receive voting instructions from the beneficial owner and
lacked discretionary authority

to vote the
shares. If a broker does not receive voting instructions from the
beneficial owner, a broker may vote on routine matters, such as
the ratification of the Independent Registered Public Accounting
Firm, but may not vote on non-routine matters. Broker non-votes
are counted for the purpose of determining the presence of a
quorum but are not counted for the purpose of determining the
number of shares entitled to vote on non-routine matters such as
the election of directors, the 2017 Long-Term Incentive Plan, and
the advisory say-on-pay and
say-on-frequency votes.

Item5.02.Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers.

(e)At the Annual Meeting,
stockholders approved the 2017 Long-Term Incentive Plan, which
replaces the prior plan (the 2014 Long-Term Incentive Plan) for
purposes of new grants. The maximum number of shares that may be
awarded under the 2017 Long-Term Incentive Plan is 16million,
plus any shares subject to outstanding awards under prior plans
that are subsequently settled for cash, forfeited, expired or for
any reason canceled or terminated without resulting in the
issuance of shares. A maximum of 4million shares may be issued
under the 2017 Long-Term Incentive Plan as full-value awards. The
2017 Long-Term Incentive Plan is based on the 2014 Long-Term
Incentive Plan, but includes the following material differences:
(1)includes the following minimum vesting periods for awards: one
year for options, one year for full-value awards to non-employee
directors and three years for full-value awards to other
participants, subject to certain limited exceptions;
(2)establishes an annual limit for director compensation
(including both cash and equity compensation) of $500,000 per
year, subject to certain limited exceptions; (3)does not permit
liberal share recycling; (4)eliminates automatic single-trigger
vesting of awards at a change in control, providing instead for
Compensation Committee discretion in connection with such an
event; and (5)includes an express prohibition on the payment of
dividends or dividend equivalents on unvested
awards.

The material terms of the 2017
Long-Term Incentive Plan are summarized on pages 16 through 21 of
the Proxy Statement, which description of the plan is qualified
in its entirety by reference to the actual terms of the plan,
which are set forth in Exhibit A to the Proxy
Statement.

Item7.01. Regulation FD Disclosure.

The slides containing
information presented at the Annual Meeting are furnished as
Exhibit 99.1 to this report. This exhibit may also be accessed at
Gallaghers website (www.ajg.com) under the heading
Investor Relations.

Item9.01. Financial Statements and Exhibits.
99.1 Slides presented at the Annual Meeting.


About ARTHUR J. GALLAGHER & CO. (NYSE:AJG)

Arthur J. Gallagher & Co. and its subsidiaries are engaged in providing insurance brokerage and consulting services, and third-party claims settlement and administration services to both domestic and international entities. The Company operates through three segments: brokerage, risk management and corporate. The brokerage segment primarily consists of retail and wholesale insurance brokerage operations. Its retail brokerage operations negotiate and place property/casualty, employer-provided health and welfare insurance, and healthcare exchange and retirement solutions principally for middle-market commercial, industrial, public entity, religious and not-for-profit entities. The risk management segment provides contract claim settlement and administration services for enterprises that choose to self-insure some or all of their property/casualty coverages and for insurance companies that choose to outsource some or all of their property/casualty claims departments.

ARTHUR J. GALLAGHER & CO. (NYSE:AJG) Recent Trading Information

ARTHUR J. GALLAGHER & CO. (NYSE:AJG) closed its last trading session up +0.21 at 55.38 with 916,371 shares trading hands.