S-8 POS

As filed with the Securities and Exchange Commission on November 15, 2022

Registration No. 333-221274

Registration No. 333-197898

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO:

FORM S-8

Registration Statement No. 333-221274

POST-EFFECTIVE AMENDMENT NO. 2

TO:

FORM S-8

Registration Statement No. 333-197898

UNDER

THE SECURITIES ACT OF 1933

ARTHUR J. GALLAGHER & CO.

(Exact name of registrant as specified in its charter)

Delaware	36-2151613
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

Arthur J. Gallagher & Co.

2850 W. Golf Road

Rolling Meadows, Il 60008

(Address of Principal Executive Offices, including Zip Code)

ARTHUR J. GALLAGHER & CO. 2014 LONG-TERM INCENTIVE PLAN

ARTHUR J. GALLAGHER & CO. 2017 LONG-TERM INCENTIVE PLAN

ARTHUR J. GALLAGHER & CO. 2022 LONG-TERM INCENTIVE PLAN

(Full title of the Plans)

Walter D. Bay, Esq.

Vice President, General Counsel and Secretary

2850 W. Golf Road

Rolling Meadows, Il 60008

(630) 773-3800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Sean Feller

Gibson, Dunn & Crutcher LLP

2029 Century Park East

Los Angeles, CA 90067-3026

(310) 552-8500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act.  ☐

EXPLANATORY NOTE

Arthur J. Gallagher  & Co. (the “Registrant” or “we”) registered, pursuant to a Registration Statement on Form S-8 filed on August 6, 2014 (Registration No. 333-197898) (the “Initial 2014 Plan Registration Statement”), 9,150,000 shares of our Common Stock, par value $1.00 per share (“Common Stock”), under the Arthur J. Gallagher  & Co. 2014 Long-Term Incentive Plan (the “2014 Plan”). We subsequently filed a Post-Effective Amendment No. 1 to the Initial 2014 Plan Registration Statement (the “2014 Post-Effective Amendment” and together with the Initial 2014 Plan Registration Statement, the “2014 Plan Registration Statement”) to reflect that any shares of Common Stock which may have become issuable in connection with outstanding awards under the 2014 Plan that were forfeited, settled in cash, cancelled or expired after May 16, 2017 would instead become eligible for issuance under the Arthur J. Gallagher & Co. 2017 Long-Term Incentive Plan (the “2017 Plan” and together with the 2014 Plan, the “Prior Plans”) and that such shares of Common Stock available for issuance under the Initial 2014 Plan Registration Statement would no longer be issued under the 2014 Plan and would instead be issuable under the 2017 Plan. We also registered, pursuant to a Registration Statement on Form S-8 filed on November 1, 2017 (Registration No. 333-221274) (the “2017 Plan Registration Statement”), 16,000,000 shares of Common Stock, under the 2017 Plan.

Our board of directors approved the Arthur J. Gallagher & Co. 2022 Long-Term Incentive Plan (the “2022 Plan”) on March 10, 2022 and such plan was subsequently approved by our stockholders on May 10, 2022. Pursuant to the terms of the 2022 Plan, the following shares of Common Stock will be issuable under the 2022 Plan: (i) 13,500,000 shares of Common Stock plus (ii) the number of shares of Common Stock subject to any awards granted under the Prior Plans that are outstanding as of May 10, 2022 that are subsequently settled for cash, forfeited, expired, or for any reason are cancelled or terminated.

Pursuant to the undertakings in Item 9 of the Initial 2014 Plan Registration Statement and Item 9 of the 2017 Plan Registration Statement, we are filing this Post-Effective Amendment No. 2 to the 2014 Plan Registration Statement and Post-Effective Amendment No. 1 to the 2017 Plan Registration Statement to provide that such registration statements shall also cover the following shares of Common Stock that will become eligible for issuance under the 2022 Plan: (i) the 718,250 shares of Common Stock subject to any awards granted under the 2014 Plan that are outstanding as of May 10, 2022 that are subsequently settled for cash, forfeited, expired, or for any reason are cancelled or terminated and (ii) the 10,529,336 shares of Common Stock subject to any awards granted under the 2017 Plan that are outstanding as of May 10, 2022 that are subsequently settled for cash, forfeited, expired, or for any reason are cancelled or terminated.

EXHIBIT INDEX

Exhibit No.	Description
5.2*	Opinion of Gibson, Dunn & Crutcher LLP.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the prior Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rolling Meadows, State of Illinois, on this 15^th day of November, 2022.

	ARTHUR J. GALLAGHER & CO.
By:	/s/ Walter D. Bay
	Walter D. Bay
	Vice President and General Counsel

Pursuant to the requirements of the Securities Act of 1933, the following persons have signed this Post-Effective Amendment to the prior Registration Statements in the capacities and on the date(s) indicated.

Signatures	Title	Date
* J. Patrick Gallagher, Jr.	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)
* Douglas K. Howell	Vice President and Chief Financial Officer (Principal Financial Officer)
* Richard C. Cary	Controller (Principal Accounting Officer)
*	Director
Sherry S. Barrat
*	Director
William L. Bax
	Director
Teresa H. Clarke
*	Director
D. John Coldman
	Director
Christopher C. Miskel
*	Director
David S. Johnson
*	Director
Kay W. McCurdy

*	Director
Ralph J. Nicoletti
*	Director
Norman L. Rosenthal

*By:	/s/ Walter D. Bay	November 15, 2022
	Walter D. Bay, Attorney-in-fact

EX-5.2

Exhibit 5.2

November 15, 2022

Arthur J. Gallagher & Co.

2850 W. Golf Road

Rolling Meadows, IL 60008

Re: Arthur J. Gallagher & Co., Post- Effective Amendment No. 1 and No. 2 to Registration Statements on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Initial 2014 Plan Registration Statement”) of Arthur J. Gallagher & Co., a Delaware corporation (the “Company”), filed on August 6, 2014, with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration by the Company of up to 9,150,000 shares of the Company’s Common Stock, par value $1.00 per share (the “Shares”), available for issuance under the Arthur J. Gallagher & Co. 2014 Long-Term Incentive Plan (the “2014 Plan”). We have also examined the Post-Effective Amendment No. 1 to the Initial 2014 Plan Registration Statement filed on November 1, 2017 (such amendment, together with the Initial 2014 Plan Registration Statement, the “2014 Plan Registration Statement”). Additionally, we have examined the Registration Statement on Form S-8 (the “2017 Plan Registration Statement,” and together with the 2014 Plan Registration Statement, the “Plan Registration Statements”) of the Company filed on November 1, 2017, with the Commission to register an additional 16,000,000 shares of Common Stock under the Arthur J. Gallagher & Co. 2017 Long-Term Incentive Plan (the “2017 Plan” and together with the 2014 Plan, the “Prior Plans”).

Pursuant to the terms of the Arthur J. Gallagher & Co. 2022 Long-Term Incentive Plan (the “2022 Plan”), up to 11,247,586 Shares (such Shares, the “Rollover Shares”) will be available for issuance under the 2022 Plan representing (i) the 718,250 Shares subject to any awards granted under the 2014 Plan that are outstanding as of May 10, 2022 that are subsequently settled for cash, forfeited, expired, or for any reason are cancelled or terminated and (ii) the 10,529,336 Shares subject to any awards granted under the 2017 Plan that are outstanding as of May 10, 2022 that are subsequently settled for cash, forfeited, expired, or for any reason are cancelled or terminated.

We have examined the Post-Effective Amendment No. 1 to the 2017 Plan Registration Statement and Post-Effective Amendment No. 2 to the 2014 Plan Registration Statement to be filed with the Commission pursuant to the Securities Act, in connection with the offering by the Company of such Rollover Shares that may become available for issuance under the 2022 Plan.

Arthur J. Gallagher & Co.

November 15, 2022

Page 2

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the 2022 Plan, the 2017 Plan, the 2014 Plan, and such other documents, corporate records of the Company, certificates of officers of the Company and of public officials and other documents as we have deemed necessary or advisable to enable us to render this opinion. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the 2022 Plan that would expand, modify or otherwise affect the terms of the 2022 Plan or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Rollover Shares, when issued and sold in accordance with the terms set forth in the 2022 Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.

We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and to the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

Gibson, Dunn & Crutcher LLP