Form 8-K





Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 26, 2015

Date of Report: (Date of earliest event reported)




(Exact name of registrant as specified in its charter)




Delaware   1-9761   36-2151613
(State or other jurisdiction of
incorporation or organization)
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))




Item 7.01. Regulation FD Disclosure.

In its Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, Arthur J. Gallagher & Co. (“Gallagher”) disclosed that it had commenced litigation against former executives of its U.K.-based international brokerage operation, including the former chief executive officer and chief financial officer of such operation.

On August 26, 2015, Gallagher confirmed that it had settled this litigation for total payments to Gallagher of approximately £20 million (approximately $31 million at current exchange rates).

In addition, under the terms of the settlement, certain of the former executives will repay employee loans and retention awards in the amount of approximately £2 million.


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: August 26, 2015    

/s/    WALTER D. BAY        

    Walter D. Bay
    Vice President, General Counsel and Secretary