UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Emerging growth company
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 12, 2020, 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 Christopher C. Miskel to fill a resulting vacancy and to serve as a director of Gallagher until he stands for election at the 2020 Annual Meeting of Stockholders. Concurrently with his appointment to the Board, Mr. Miskel was appointed to serve on the Audit Committee of the Board.
Mr. Miskel will participate in Gallagher’s standard compensation program for non-employee directors, as described in Gallagher’s proxy statement for its 2019 Annual Meeting of Stockholders in the section entitled “Director Compensation” and incorporated by reference herein.
There are no transactions in which Mr. Miskel has an interest that require disclosure under Item 404(a) of Regulation S-K. In addition, there is no arrangement or understanding between Mr. Miskel and any other person pursuant to which he was selected to serve as a director.
| Item 7.01. | Regulation FD Disclosure. |
On March 12, 2020, Gallagher issued a press release announcing Mr. Miskel’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 |
Description | |||
| 99 |
Press release, dated March 12, 2020, 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: March 12, 2020 |
By: |
/s/ WALTER D. BAY | ||||
| Walter D. Bay Vice President, General Counsel and Secretary |