Arthur J. Gallagher & Co. 8-K

What Happened

• Arthur J. Gallagher & Co. filed an 8-K on May 13, 2026 reporting results of its Annual Meeting held May 12, 2026.
• All nine director nominees were elected to serve until the 2027 annual meeting: Deborah Caplan, Teresa Clarke, John Coldman, Richard Harries, Pat Gallagher, David Johnson, Chris Miskel, Ralph Nicoletti, and Norman Rosenthal.
• Shareholders ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026 and approved, on a non‑binding advisory basis, the company’s named executive officer compensation (Say‑on‑Pay).

Key Details

• Meeting date filed: May 12, 2026; 8‑K filed May 13, 2026.
• Director vote highlights (votes For / Against / Abstain; broker non‑votes 17,728,311 for director items):
  • Deborah Caplan: 211,513,060 / 7,202,894 / 362,383
  • Teresa Clarke: 218,062,809 / 769,246 / 246,282
  • John Coldman: 217,116,946 / 1,634,326 / 327,065
  • Richard Harries: 217,583,019 / 1,085,307 / 410,011
  • Pat Gallagher: 210,660,653 / 8,259,296 / 158,388
  • David Johnson: 209,086,172 / 8,450,616 / 1,541,549
  • Chris Miskel: 196,557,440 / 21,836,322 / 684,575 (largest opposition)
  • Ralph Nicoletti: 215,380,816 / 3,204,733 / 492,788
  • Norman Rosenthal: 214,403,981 / 4,201,669 / 472,687
• Auditor ratification: Ernst & Young LLP — For 225,670,790; Against 9,793,375; Abstain 1,342,483 (≈95.4% of votes cast in favor).
• Say‑on‑Pay (non‑binding): For 200,825,370; Against 18,035,501; Abstain 217,466 (≈91.7% of votes cast in favor); broker non‑votes 17,728,311.

Why It Matters

• Board control and governance: The full slate of incumbent nominees was re-elected, so the company’s current board and strategic oversight remain in place. Notable shareholder opposition to one director (Chris Miskel) may be of interest to governance-focused investors.
• Auditor confirmation: Ratification of Ernst & Young LLP confirms continuity in the company’s external audit choice for fiscal 2026.
• Executive pay support: The non‑binding Say‑on‑Pay passed with strong majority support (~91.7% of votes cast), indicating broad shareholder approval of executive compensation as presented at the meeting.

This filing is procedural disclosure of voting results and does not announce changes to leadership, financials, or strategy.