8-K

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): July 28, 2021

ARTHUR J. GALLAGHER & CO.

(Exact name of registrant as specified in its charter)

Delaware	1-09761	36-2151613
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2850 W. Golf Road, Rolling Meadows, Illinois	60008-4050
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (630) 773-3800

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	AJG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment  of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 28, 2021, the Board of Directors (the “Board”) of Arthur J. Gallagher & Co. (“Gallagher”) increased the number of directors on the Board from nine to ten in accordance with Section 3.1 of Gallagher’s Amended and Restated By-Laws. The Board appointed Teresa H. Clarke to fill a resulting vacancy and to serve as a director of Gallagher until she stands for election at the 2022 Annual Meeting of Stockholders. Concurrently with her appointment to the Board, Ms. Clarke was appointed to serve on the Audit Committee of the Board.

Ms. Clarke will participate in Gallagher’s standard compensation program for non-employee directors, as described in Gallagher’s proxy statement for its 2021 Annual Meeting of Stockholders in the section entitled “Director Compensation” and incorporated by reference herein.

There are no transactions in which Ms. Clarke has an interest that require disclosure under Item 404(a) of Regulation S-K. In addition, there is no arrangement or understanding between Ms. Clarke and any other person pursuant to which she was selected to serve as a director.

Item 7.01. Regulation FD Disclosure.

On July 28, 2021, Gallagher issued a press release announcing Ms. Clarke’s appointment to the Board, a copy of which press release is attached to this Current Report on Form 8-K as Exhibit 99.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99	Press release, dated July 28, 2021, issued by Arthur J. Gallagher & Co.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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.

		Arthur J. Gallagher & Co.
Date: July 28, 2021	By:	/s/ WALTER D. BAY
		Walter D. Bay
		Vice President, General Counsel and Secretary

EX-99

Exhibit 99

News Release

Arthur J. Gallagher & Co. Appoints New Director

Rolling Meadows, Ill., July 28, 2021 – Arthur J. Gallagher & Co. (NYSE: AJG) today announced the appointment of Teresa H. Clarke to the company’s Board of Directors.

Ms. Clarke is Chair and CEO of Africa.com LLC, a media holding company with an extensive array of platforms that reach a global audience interested in African content and community. Previously, Ms. Clarke was a Managing Director in the investment banking division of Goldman Sachs & Co., where she led corporate finance and merger & acquisition transactions for corporate clients in the industrials and real estate sectors.

“We are delighted to have Teresa Clarke join our Board of Directors,” said J. Patrick Gallagher, Jr., Chairman, President and CEO. “Teresa brings a wealth of financial, marketing and technology experience and will add a valuable perspective to our Board’s deliberations. We look forward to working with Teresa and benefitting from her judgment and counsel.”

Arthur J. Gallagher & Co. (NYSE: AJG), a global insurance brokerage, risk management and consulting services firm, is headquartered in Rolling Meadows, Illinois. The company has operations in 56 countries and offers client service capabilities in more than 150 countries around the world through a network of correspondent brokers and consultants.

Investors: Ray Iardella	Media: Kelli Murray
VP – Investor Relations	Director Global Public Relations
630-285-3661/ ray_iardella@ajg.com	847-273-3896/ Kelli_Murray@ajg.com

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Document and Entity Information	Jul. 28, 2021
Cover [Abstract]
Entity Registrant Name	Arthur J. Gallagher & Co.
Amendment Flag	false
Entity Central Index Key	0000354190
Document Type	8-K
Document Period End Date	Jul. 28, 2021
Entity Incorporation State Country Code	DE
Entity File Number	1-09761
Entity Tax Identification Number	36-2151613
Entity Address, Address Line One	2850 W. Golf Road
Entity Address, City or Town	Rolling Meadows
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60008-4050
City Area Code	(630)
Local Phone Number	773-3800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $1.00 par value
Trading Symbol	AJG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false