- Current report filing (8-K)
25 Marzo 2009 - 9:53PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported):
March 19, 2009
Aon
Corporation
(Exact Name of Registrant as Specified in
Charter)
Delaware
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1-7933
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36-3051915
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(State or Other
Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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200
East Randolph Street, Chicago, Illinois
(Address of Principal Executive Offices)
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60601
(Zip Code)
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Registrants telephone number, including
area code:
(312) 381-1000
Not
Applicable
(Former Name or Former Address, if
Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (
see
General
Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b) (c) On March 20,
2009, the Board of Directors of Aon Corporation (Aon or the Company)
appointed Laurel Meissner, age 51, as the Companys principal accounting
officer. Ms. Meissner will assume
this role from Christa Davies, who will be continuing in her role as the
Companys Executive Vice President and Chief Financial Officer. Ms. Meissner joined the Company on February 9,
2009 and will continue reporting to Ms. Davies as the Companys Senior
Vice President and Global Controller, positions to which Ms. Meissner was
appointed as of March 2, 2009.
Prior to joining the
Company in February 2009, Ms. Meissner had served from July 2008
through January 2009 as Senior Vice President, Finance, Chief Accounting
Officer of Motorola, Inc., an international communications company (Motorola). Ms. Meissner joined Motorola in 2000 as
Director of Technical Accounting, served as its Vice President, Finance and
Assistant Controller from November 2001 to August 2007, its Corporate
Vice President, Finance and Assistant Controller from August 2007 to March 2008
and its Corporate Vice President, Finance, Chief Accounting Officer from March 2008
to July 2008.
(e)
Annual Incentive Awards
for 2009 Performance.
On March 19, 2009,
the Organization and Compensation Committee (the Committee) of the Board of
Directors of Aon established budgeted pre-tax income from continuing operations
as the corporate performance measure for 2009 under the Aon Senior Officer
Incentive Compensation Plan, as amended and restated effective January 1,
2006, and as approved by stockholders in 2006 (the Plan). The Committee designated each of Aons
officers subject to Section 16 of the Securities Exchange Act of 1934, as
amended (Section 16 Officers) as eligible to participate in the Plan for
2009. Under the Plan, no payout will
occur unless a minimum threshold of 85% of planned pre-tax income from
continuing operations has been met.
On March 19, 2009,
the Committee also established the 2009 annual incentive targets for each of
Aons Section 16 Officers. Certain
of the Companys executive officers who will be named in the Summary
Compensation Table for Fiscal Years 2008, 2007 and 2006 of Aons Proxy
Statement for the 2009 Annual Meeting of Stockholders (the Named Executive
Officers) were assigned a target incentive of 150% of base salary. Those executive officers are Gregory C. Case,
Christa Davies, Stephen P. McGill, Andrew M. Appel and Ted T. Devine. Pursuant to the 2009 annual incentive program
for Aons executive officers, a sub-plan to the Plan, each officer is eligible
to receive up to the lesser of the $5 million incentive cap set forth in
the Plan or 300% of his or her target incentive based on the achievement of
specified performance targets.
Long-Term Incentives.
On March 19, 2009,
the Committee approved performance-based long-term incentive awards to certain
of the Named Executive Officers. The
awards for the Named Executive Officers and other eligible recipients were
granted pursuant to the Leadership Performance Program, which the Committee
approved and adopted on March 19, 2009 as a sub-plan of the Plan. The Leadership Performance Program is part of
Aons broad-based stock award strategy that is intended to drive the overall
success of Aon while encouraging employee retention.
Of each Leadership
Performance Program award, 80% represents performance share units that will be
earned and settled in Aon common stock based upon Aons performance relative to
a cumulative earnings per share target over the period beginning January 1,
2009 and ending December 31, 2011 (the Performance Period). The total performance score can range from a
minimum of 0% to a maximum of 200% of target.
The Committee has the discretion to adjust Aons performance results or
the target to take
2
into account
extraordinary or unusual items occurring during the Performance Period. The nominal value of the awards was
determined by the Committee, and the number of target performance share units
was calculated as of the date of grant based upon the fair market value of Aon
common stock as of such date. Upon
completion of the Performance Period, an award will be determined and settled
in Aon common stock.
The remaining 20% of each
Leadership Performance Program award is an option to purchase shares of Aon
common stock that will vest pro-rata over the Performance Period. The options for each Named Executive Officer
(other than Mr. Case) and other eligible recipients were granted effective
March 19, 2009. The options for Mr. Case
were granted effective March 20, 2009.
The number of stock options was determined by dividing the dollar value
of the award apportioned to stock options (i.e. 20% of the nominal award value)
by the fair market value of a share of Aon common stock on the grant date and
multiplying the resulting number by three, which is consistent with a
conservative Black-Scholes valuation.
The Named Executive
Officers were awarded the following number of target performance share units
and stock options:
Name
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Target Performance Share Units
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Stock Options
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Gregory C.
Case(1)
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143,443
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107,582
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Christa Davies
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46,237
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34,678
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Stephen P.
McGill
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61,650
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46,237
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Andrew M. Appel
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30,825
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23,119
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Ted T. Devine
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61,650
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46,237
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(1)
As
consideration for his participation in the Leadership Performance Program, Mr. Case
waived his entitlement for each year of the Performance Period to an annual
option grant valued not less than $1,800,000 that would otherwise be payable
pursuant to his employment agreement, dated April 4, 2005.
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Aon
CORPORATION
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By:
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/s/ Richard
E. Barry
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Richard E. Barry
Vice
President and Deputy General Counsel
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Date: March 25,
2009
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