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

May 10, 2011

Date of Report: (Date of earliest event reported)

 

 

ARTHUR J. GALLAGHER & CO.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		1-9761		36-2151613
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

Two Pierce Place, Itasca, Illinois 60143-3141, (630) 773-3800

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

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))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

Arthur J. Gallagher & Co. (“Gallagher”) held its Annual Meeting of Stockholders on May 10, 2011 (the “Annual Meeting”). At the Annual Meeting, five items were submitted to Gallagher’s stockholders. The items are described in more detail in Gallagher’s definitive proxy statement filed with the Securities and Exchange Commission on March 28, 2011. The final voting results were as set forth below.

Item 1: Election of nine directors to serve for one-year terms until Gallagher’s 2012 Annual Meeting of Stockholders:

 

Directors		For				Against				Abstain				Broker Non-Votes
William L. Bax			87,474,175				692,370				28,109				13,321,200
Frank E. English, Jr.			87,530,194				635,741				28,719				13,321,200
J. Patrick Gallagher, Jr.			87,484,988				620,004				89,662				13,321,200
Ilene S. Gordon			86,235,079				1,930,817				28,758				13,321,200
Elbert O. Hand			86,244,857				1,920,978				28,819				13,321,200
David S. Johnson			83,429,902				4,736,095				28,657				13,321,200
Kay W. McCurdy			86,330,182				1,835,576				28,896				13,321,200
Norman L. Rosenthal, Ph.D.			87,532,061				633,687				28,906				13,321,200
James R. Wimmer			87,091,184				1,074,563				28,907				13,321,200
		For				Against				Abstain				Broker Non-Votes
Item 2: Approval of the Arthur J. Gallagher & Co. 2011 Long-Term Incentive Plan			73,066,301				12,843,219				2,285,134				13,321,200
Item 3: Ratification of Appointment of the Independent Auditor			99,929,731				1,528,213				57,910				0
Item 4: Advisory Vote on the Compensation of Gallagher’s Named Executive Officers			80,045,916				6,051,310				2,097,428				13,321,200

Item 5: Advisory Vote on the Frequency of a Stockholder Vote on the Compensation of Gallagher’s Named Executive Officers

 

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
58,231,216		263,743		27,699,204		2,000,491		13,321,200

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Item 7.01.

Regulation FD Disclosure.

The slides containing information presented at the Annual Meeting are furnished as Exhibit 99 to this report. This exhibit may also be accessed at Gallagher’s website (www.ajg.com).

 

Item 9.01.

Financial Statements and Exhibits.

 

99	Slides presented at the Annual Meeting.

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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: May 11, 2011		/s/ Walter D. Bay
		Walter D. Bay Vice President, General Counsel and Secretary