The two-become-one story of insurance broking giants Aon Plc and Willis Towers Watson (WTW) is still a few pages away from its ending, the timing of which will dictate what happens to its board of directors.
Ahead of Aon’s annual general meeting in June, the company has released its preliminary proxy statement, part of which outlines the future of its 12 board members who stand for re-election. These are Lester B. Knight, Gregory C. Case, Jin-Yong Cai, Jeffrey C. Campbell, Fulvio Conti, Cheryl A. Francis, J. Michael Losh, Richard B. Myers, Richard C. Notebaert, Gloria Santona, Byron O. Spruell, and Carolyn Y. Woo.
“This proxy statement (and the accompanying proxy card) assumes that the combination will become effective after the date of the annual meeting,” stated Aon, addressing shareholders. “Accordingly, you are being asked to vote on the re-election of the 12 current members of the board.
“However, in the event that the combination were to become effective prior to the date of the annual meeting: (i) at the effective time of the combination, the board would accept the resignations of four members of the board (each of whom will confirm the withdrawal of his or her candidacy at the annual meeting); (ii) at the annual meeting, the ordinary resolutions relating to the re-election of such four directors who would have resigned will be adjourned indefinitely; and (iii) at the effective time of the combination, the board would appoint four individuals from the WTW board of directors, designated by WTW and including WTW’s chief executive officer, as new members of the board, to serve until our 2022 annual meeting of shareholders.”
The appointment of four directors from WTW is part of the business combination agreement between the two firms, both of which are headquartered in London while domiciled in Ireland. Meanwhile, it was noted that those who would be resigning, as well as their respective replacements, are not yet identified.