-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MJCvxpLqcOwsi9FexPSaDY8IWuOywgNg7VK74kexu8qkHM05GY8G9iaONtm5t921 PHFMTB0h30Yc6QurtupE7w== 0001104659-07-021165.txt : 20070321 0001104659-07-021165.hdr.sgml : 20070321 20070321161829 ACCESSION NUMBER: 0001104659-07-021165 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070315 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070321 DATE AS OF CHANGE: 20070321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AON CORP CENTRAL INDEX KEY: 0000315293 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 363051915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07933 FILM NUMBER: 07709343 BUSINESS ADDRESS: STREET 1: 200 EAST RANDOLPH STREET CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 3123811000 MAIL ADDRESS: STREET 1: 200 EAST RANDOLPH STREET CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: COMBINED INTERNATIONAL CORP DATE OF NAME CHANGE: 19870504 8-K 1 a07-8637_18k.htm 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): March 15, 2007

Aon Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware

 

1-7933

 

36-3051915

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

200 East Randolph Street, Chicago, Illinois

 

60601

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (312) 381-1000

 

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 (see General Instruction A.2. below):

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

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

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

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

 



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

Annual Incentive Awards for 2007 Performance.

On March 15, 2007, the Organization and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Aon Corporation (“Aon” or the “Company”) established pre-tax net income from continuing operations as the corporate performance measure for 2007 under the Aon Senior Officer Incentive Compensation Plan, as amended and restated effective January 1, 2006 (the “Plan”), and as approved by stockholders in 2006.  The Committee designated each of its Section 16 officers as eligible to participate in such plan for 2007.  Under the Plan, no payout will occur unless a minimum threshold of 85% of the planned pre-tax net income has been met.

Long-Term Incentives.

On March 15, 2007, the Committee approved performance-based long-term incentive awards to certain of the executive officers who will be named in the Summary Compensation Table of Aon’s 2007 Proxy Statement (the “Named Executive Officers”), as well as to one executive officer named in the Summary Compensation Table of Aon’s 2006 Proxy Statement.  On March 16, 2007, upon the recommendation of the Committee, the Board’s independent directors approved performance-based long-term incentive awards to Mr. Ryan and Mr. Case.  The awards for all Named Executive Officers and other eligible recipients were granted pursuant to the Leadership Performance Program, which the Committee approved and adopted on January 18, 2007, as a sub-plan of the Stock Plan.  The Leadership Performance Program is part of Aon’s broad-based stock award strategy that is intended to drive the overall success of Aon while encouraging employee retention.  75% of each Leadership Performance Program award represents performance share units that will be earned and settled in Aon common stock based upon Aon’s performance relative to a cumulative earnings per share target over the period beginning January 1, 2007 and ending December 31, 2009 (the “Performance Period”).  The total performance score can range from a minimum of 0% to a maximum of 200% of target.  The Committee has the discretion to adjust Aon’s performance results, if necessary, to take into account extraordinary or unusual items occurring during the Performance Period.  The performance share units were valued as of the date of grant based upon the fair market value of Aon common stock as of such date.  Upon completion of the Performance Period, an award will be determined and settled in Aon common stock.

The remaining 25% of each Leadership Performance Program award is an option to purchase shares of Aon common stock that shall vest pro-rata over the Performance Period.  The options for each Named Executive Officer other than Mr. Ryan and Mr. Case were granted effective March 15, 2007, and the options for Mr. Ryan and Mr. Case were granted effective March 16, 2007.  The number of stock options was determined by dividing the dollar value of the award apportioned to stock options (i.e., 25% of the total award value) by the fair market value of a share of Aon common stock on the grant date and multiplying the resulting number by three.

The Named Executive Officers, and one executive officer named in the Summary Compensation Table of Aon’s 2006 Proxy Statement, were awarded the following number of target performance share units and stock options:

Name

 

 

 

Target Performance
Share Units

 

Stock Options

 

Gregory C. Case(1)

 

118,985

 

118,985

 

(1)                   As consideration for his participation in the Leadership Performance Program, Mr. Case waived his entitlement for each year of the Performance Period to an annual option grant valued not less than $1,800,000 that would otherwise be payable pursuant to his employment agreement, dated April 4, 2005.



 

David P. Bolger

 

30,324

 

30,324

 

Patrick G. Ryan

 

71,391

 

71,391

 

Michael D. O’Halleran

 

30,324

 

30,324

 

Dennis L. Mahoney

 

30,324

 

30,324

 

 

 

 

 

 

 

 

Additional information regarding the compensation of Aon’s executive officers will be provided in Aon’s Proxy Statement for the 2007 Annual Meeting of Stockholders, which will be filed in April 2007.



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.

Aon CORPORATION

 

 

 

 

 

 

 

By:

/s/ Richard E. Barry

 

 

Richard E. Barry

 

 

Vice President

 

 

 

Date: March 21, 2007

 

 

 

 


 -----END PRIVACY-ENHANCED MESSAGE-----