Arthur J. Gallagher Files DEF 14A for May 12, 2026 Annual Meeting

Def 14a - Arthur J. Gallagher &Amp; Co. (0000354190) (Filer) Filing Summary
FieldDetail
CompanyDef 14a - Arthur J. Gallagher &Amp; Co. (0000354190) (Filer)
Filed DateMar 23, 2026
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$13.7 billion, $4.8 billion, $3.6 billion, $13.7 billion, $4.8 billion
Sentimentneutral

Complexity: moderate

Sentiment: neutral

Topics: proxy-statement, annual-meeting, corporate-governance

TL;DR

**Arthur J. Gallagher just dropped its proxy statement for the May 12, 2026 annual meeting, get ready to vote on company leadership and strategy.**

AI Summary

Arthur J. Gallagher & Co. filed a DEF 14A proxy statement on March 23, 2026, outlining proposals for its upcoming annual meeting scheduled for May 12, 2026. This filing, identified by accession number 0000354190-26-000101, is crucial for shareholders as it details the matters they will vote on, such as director elections and executive compensation, directly impacting the company's governance and future performance. For investors, understanding these proposals is key to exercising their voting rights and influencing the company's strategic direction.

Why It Matters

This filing is important because it informs shareholders of Arthur J. Gallagher & Co. about the key decisions they will make at the annual meeting, directly affecting the company's leadership and policies.

Risk Assessment

Risk Level: low — This is a routine proxy filing, which is standard for public companies and does not inherently indicate high risk.

Analyst Insight

An investor should review the full DEF 14A document to understand the specific proposals, such as director nominations and executive compensation, and prepare to cast their vote at the annual meeting on May 12, 2026, to influence Arthur J. Gallagher & Co.'s future direction.

Key Numbers

  • 2026-03-23 — Filing Date (When the DEF 14A was submitted to the SEC.)
  • 2026-05-12 — Period of Report (The date of the annual meeting for which this proxy statement is issued.)
  • 0000354190-26-000101 — SEC Accession No. (Unique identifier for this specific SEC filing.)

Key Players & Entities

  • Arthur J. Gallagher & Co. (company) — Filer of the DEF 14A
  • 0000354190 (company) — Filer CIK
  • 2026-03-23 (date) — Filing Date
  • 2026-05-12 (date) — Period of Report (Annual Meeting Date)

FAQ

What is the purpose of this DEF 14A filing by Arthur J. Gallagher & Co.?

The DEF 14A filing by Arthur J. Gallagher & Co. (accession number 0000354190-26-000101, filed on 2026-03-23) is an 'Other definitive proxy statement' which outlines the proposals and information shareholders need to vote on at the upcoming annual meeting, scheduled for 2026-05-12.

When is Arthur J. Gallagher & Co.'s annual meeting, according to this filing?

According to the DEF 14A filing (accession number 0000354190-26-000101), the Period of Report, which typically indicates the annual meeting date, is 2026-05-12.

Filing Stats: 4,258 words · 17 min read · ~14 pages · Grade level 16.9 · Accepted 2026-03-23 16:34:52

Key Financial Figures

  • $13.7 billion — adjusted revenue 1 growth of 20.7% (to $13.7 billion) and adjusted EBITDAC 1 growth of 25.7%
  • $4.8 billion — adjusted EBITDAC 1 growth of 25.7% (to $4.8 billion). We achieved organic revenue growth of
  • $3.6 billion — completing 33 acquisitions representing $3.6 billion in estimated total acquired annualized
  • $13.7 billion — adjusted revenue 1 growth of 20.7% (to $13.7 billion) and adjusted EBITDAC 1 growth of 25.7
  • $4.8 billion — adjusted EBITDAC 1 growth of 25.7% (to $4.8 billion). We also completed the acquisition of

Filing Documents

Executive Compensation

Executive Compensation Questions and Answers About the Annual Meeting Exhibits Message to Our Stockholders Dear Fellow Stockholder, On behalf of our Board of Directors, I invite you to attend our 2026 Annual Meeting of Stockholders. We will be conducting our Annual Meeting virtually again this year. If you are not able to attend, we encourage you to vote by proxy. These proxy materials contain detailed information about the matters on which we are asking you to vote. We hope you will read these materials and then vote in accordance with the Board's recommendations. Your vote is very important to us. Financial Performance We had another outstanding year in 2025. On a combined basis, our core brokerage and risk management segments produced total adjusted revenue 1 growth of 20.7% (to $13.7 billion) and adjusted EBITDAC 1 growth of 25.7% (to $4.8 billion). We achieved organic revenue growth of 6% in both segments. We also executed on our acquisition strategy completing 33 acquisitions representing $3.6 billion in estimated total acquired annualized revenue. This includes AssuredPartners, the largest acquisition in our history and the largest acquisition in the history of the insurance brokerage industry, which we completed during the third quarter. We have made great progress on the integration of AssuredPartners and the acquisition positions us to provide even more value to clients and drive additional organic growth. Board of Directors Our Board of Directors is comprised of a group of committed and highly qualified individuals who care deeply about our company and bring a diversity of experiences and perspectives to our Board deliberations. Our directors' diverse professional backgrounds, skill sets, independent thought leadership and experience have been invaluable to me and the management team in establishing our long-term business strategy, executing on that strategy and managing both short- and long-term risks facing the

Executive Compensation

Executive Compensation Questions and Answers About the Annual Meeting Exhibits Notice of 2026 Annual Meeting of Stockholders Arthur J. Gallagher & Co. 2850 Golf Road Rolling Meadows, Illinois 60008-4050 Dear Stockholder We are pleased to invite you to the 2026 Annual Meeting of Stockholders of Arthur J. Gallagher & Co. (Gallagher or the company), which will be held as a virtual meeting, conducted via live audio webcast, on May 12, 2026, at 9:00 AM CDT. At the meeting, stockholders will vote on each item described below and we will transact such other business that properly comes before the meeting. Voting Items Elect each of the 9 nominees named in the accompanying Proxy Statement as directors to hold office until our 2027 Annual Meeting FOR each nominee Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 FOR Approve, on an advisory basis, the compensation of our named executive officers FOR Stockholders of record at the close of business on March 16, 2026 are entitled to notice of and to vote at the Annual Meeting. The applicable voting standard and the treatment of abstentions and "broker non-votes" for each of these items are set forth on page 55 of the Proxy Statement. Stockholders may vote shares prior to the meeting by visiting www.proxyvote.com. On the day of the Annual Meeting, stockholders of record as of the close of business on March 16, 2026, the record date, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote and ask questions, stockholders of record should go to the meeting website at www.virtualshareholdermeeting.com/AJG2026, enter the 16-digit control number found on your proxy card or Notice of Internet Availability of Proxy Materials, and follow the instructions on the website. If your shares are held in street name and your voting instruction form or N

Executive Compensation

Executive Compensation Questions and Answers About the Annual Meeting Exhibits Proxy Statement Table of Contents Message to Our Stockholders 2 Notice of 2026 Annual Meeting of Stockholders 3 Corporate Governance 5 Election of Directors 5 Key Governance Practices 11 Board Leadership Structure 11 Director Orientation and Continuing Education 12 Director Independence 12 Compensation Committee Interlocks and Insider Participation 13 Stockholder Views 13 Board's Role in Risk Oversight 13 Sustainability Oversight and Activities 16 Other Board Matters 17 Director Compensation 17 Certain Relationships and Related Person Transactions 19

Security Ownership by Certain Beneficial

Security Ownership by Certain Beneficial 20 Equity Compensation Plan Information 22 Audit Matters 23 Ratification of Appointment of Independent Auditor 23 Audit Committee Report 24

Executive Compensation

Executive Compensation 25 Compensation Discussion and Analysis 25 Overview of Our Executive Compensation Program 26 2025 Compensation 28 Compensation Decision-Making Process 36 Comparative Market Assessment 37 Compensation Committee Report 38

Executive Compensation Tables

Executive Compensation Tables 39 Advisory Vote to Approve the Compensation of Our Named Executive Officers 49 Pay versus Performance 50 CEO Pay Ratio 54 Questions and Answers About the Annual Meeting 55 Exhibits A-1 Exhibit A: Information Regarding Non- GAAP Measures A-1 Exhibit B: Resources B-1 Frequently Referenced Topics Director Qualifications 6 Board Skills and Experience 7 Key Governance Practices 11 Board's Role in Risk Oversight 13 Sustainability Oversight and Activities 16 Compensation Discussion and Analysis 25 Key Executive Compensation Practices 27 2025 Summary Compensation Table 39

Forward-Looking Statements

Forward-Looking Statements Some of the statements in this proxy statement may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We caution investors that these forward-looking and are subject to certain risks and uncertainties that could cause actual results to differ materially. Factors that could cause our future performance and actual results or outcomes to differ, possibly materially, from those expressed in the forward-looking discussed in our 2025 Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and the other filings we make with the Securities and Exchange Commission. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of, and are based on information available to us on, the date of the applicable document. We do not undertake any obligation to update any forward-looking statements made in or release publicly any revisions to these forward-looking date of this proxy statement, which speaks as of the date issued, or to reflect new information, future or unexpected events or otherwise, except as required by applicable law or regulation. The inclusion of forward- looking and other sustainability-related statements in this proxy statement is not an indication that these contents are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current and forward-looking sustainability-related statements may be used based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. 5 2026 Notice of Annual Meeting & Proxy Statement Corporate Governance Audit Mat

Executive Compensation

Executive Compensation Questions and Answers About the Annual Meeting Exhibits Corporate Governance Election of Directors The Board recommends that you vote FOR the election of each of the director nominees listed below Evaluation Process for Director Candidates The Nominating/Governance Committee considers director candidates suggested by stockholders, management or other members of the Board of Directors (Board) and may hire consultants or search firms to help identify and evaluate potential director candidates. In some cases, nominees have been individuals known to Board members or others. For information regarding how stockholders can submit a director candidate for consideration by the Nominating/Governance Committee, as well as for information regarding "proxy access," see page 57 . The Nominating/Governance Committee evaluates director candidates by considering their judgment, qualifications, attributes, skills, integrity, international business or other experience relevant to our global activities and other factors it deems appropriate. The Committee looks for candidates who are leaders in the organizations with which they are affiliated and have experience in positions with a high degree of responsibility. The Committee seeks candidates free from relationships or conflicts of interest that could interfere with the director's duties to Gallagher or our stockholders. The Committee also evaluates candidates' independence and takes into account applicable requirements under Securities and Exchange Commission (SEC) rules and New York Stock Exchange (NYSE) listing standards. Board Composition Our Board nominees reflect diversity of professional background, experiences, viewpoints, gender, race/ethnicity, tenure, nationality and age. Our Governance Guidelines provide that, when recruiting director candidates, the Nominating/Governance Committee endeavors to include qualified diverse candidates, and requests that any search firm it eng

Executive Compensation

Executive Compensation Questions and Answers About the Annual Meeting Exhibits Board Nominees and Vote Required Upon the recommendation of the Nominating/Governance Committee, the Board has nominated our Chairman and Chief Executive Officer (CEO) and each of the additional eight individuals listed below to hold office until the next annual meeting and the election and qualification of their successors or, if earlier, until their resignation, death or removal. Under the Board's retirement policy, directors who have attained the age of 78 may only be nominated for reelection if the Board determines that their continued service is appropriate. While the Board believes this policy promotes regular refreshment of the Board, at its March 2026 meeting, the Board determined that it is in the best interests of the Company for John Coldman, who has attained the age of 78, to stand for reelection at the 2026 Annual Meeting and continue to serve if elected until the Company's 2027 Annual Meeting. The Board made this determination based on Mr. Coldman's extensive knowledge of the international insurance industry and in recognition of the contributions experienced directors, with deep knowledge of the Company, bring to effective Board oversight. Each of the nominees currently serves on the Board and was last elected at our 2025 Annual Meeting, and all of the nominees have consented to serve on the Board if elected. If any nominee should become unable or unwilling to serve, the Board may nominate another person to stand for election or reduce the size of the Board. Sherry Barrat, a current director, is retiring and not standing for reelection to the Board and the Board will be reduced to 9 members, effective on the date of the 2026 Annual Meeting. Each director nominee who receives more "FOR" votes than "AGAINST" votes at the Annual Meeting will be elected. Abstentions will have the same effect as a vote "AGAINST." Any incumbent director nominee who receives a

Executive Compensation

Executive Compensation Questions and Answers About the Annual Meeting Exhibits Deborah Caplan Ms. Caplan's qualifications to serve on our Board include her senior executive experience, a history of building corporate cultures founded on strong values and her extensive operational experience. Her senior executive roles at NextEra Energy, one of the largest electric power and energy infrastructure companies in North America and a leader in the renewable energy industry, have given her valuable experience navigating a complex regulatory environment and the risks and opportunities presented by climate change. In addition, her experience as a human resources leader and member of other public company boards enables her to contribute to sound corporate governance and executive compensation practices at the company. Career Highlights Current Public Company Boards NextEra Energy, Inc. (2005-2024) Electric power and clean energy company – Executive Vice President, Human Resources and Corporate Services (2013-2024) – Vice President and Chief Operating Officer, Florida Power & Light Company (2011-2013) – Vice President of Integrated Supply Chain (2005-2011) General Electric Company (prior to 2005 ) Global conglomerate – Senior Vice President of Global Operations for Vendor Financial Services, GE Capital – Other senior roles in manufacturing and product development, GE Aircraft Engines Valmont Industries, Inc. (2024-present) – Human Resources Committee Mid-America Apartment Communities, Inc. (2023-present) – Compensation Committee (Chair) – Nominating & Corporate Governance Committee Previous Public Company Boards Terminix Global Holdings, Inc. (2019-2022) – Chair, Compensation Committee – Environmental, Health and Safety Committee Age: 63 Director Since: 2024 Public Company Boards: 3 Committee Memberships: C ompensation (Chair) Nominating/Governance Teresa Clarke Ms. Clarke's qualifications to serve on our Board inclu

Executive Compensation

Executive Compensation Questions and Answers About the Annual Meeting Exhibits John Coldman, OBE Mr. Coldman's qualifications to serve on our Board include his international insurance industry knowledge, his experience within the Lloyd's and London marketplaces, his experience with public company matters and mergers and acquisitions and his significant expertise in reinsurance. Career Highlights Other Board Experience The Benfield Group (1988-2008) Reinsurance and risk intermediary company – Chairman – Managing Director Previous Public Company Boards Omega Insurance Holdings Limited (2010-2012) - London Stock Exchange – Chairman Brit PLC (1996-2000) - London Stock Exchange – Chairman Lloyd's of London (2001-2006) – Deputy Chairman – Member of Council Roodlane Medical Ltd. (2007-2011) – Non-Executive Chairman Community Involvement A U.K. citizen, Mr. Coldman was appointed an Officer of the Order of the British Empire (OBE) in the Queen's Birthday Honours List 2017, for "services to business, young people, and charity." Age: 78 Director Since: 2014 Public Company Board: 1 Committee Membership: Risk and Compliance Pat Gallagher Mr. Gallagher is the only member of management serving on the Board. His 52 years of experience with our company and 40 years of service on the Board, his deep knowledge of our company and the insurance industry and his extensive leadership experience greatly enhance the Board's decision making and enable Mr. Gallagher to serve as a highly effective Chairman of the Board. Career Highlights Insurance Industry Affiliations Arthur J. Gallagher & Co. (1974-present) – Chairman – Chief Executive Officer – President and Chief Operating Officer – Vice President of Operations – Production Account Executive Previous Public Company Boards InnerWorkings, Inc. (2011-2019) – Compensation Committee – Nominating/Governance Committee The Institutes , previously known as American Institute for C

Executive Compensation

Executive Compensation Questions and Answers About the Annual Meeting Exhibits Richard Harries Mr. Harries' qualifications to serve on our Board include over 35 years of insurance industry experience in the UK and other highly regulated markets and his experience growing businesses as an operational leader. His roles at Atrium Underwriters Limited provided him with significant experience in mergers and acquisitions and change management, including with respect to technology initiatives. Career Highlights Other Board Experience Atrium Underwriters Limited (1997-2023) Lloyd's Managing Agent for Lloyd ' s Syndicate 609 – Chief Executive Officer and Director – Chief Underwriting Officer – Energy Underwriter Willis Faber & Dumas (1987-1997) Insurance broker – Executive Director, Head of International Energy – Other senior roles in the energy sector Lloyd's Market Association (2014-2022) Lloyd's London Market Group (2020-2022) – Target Operating Module Oversight Board Age: 61 Director Since: 2024 Public Company Board: 1 Committee Memberships: Audit Risk and Compliance David Johnson Mr. Johnson's qualifications to serve on our Board and as Independent Lead Director include his knowledge of corporate governance and executive compensation best practices and his experience as a senior executive of global businesses. These roles have provided him with significant experience in change management and navigating complex regulatory environments. Career Highlights Kraft Foods Global, Inc. (prior to 2007) Global food and beverage company – President, Kraft Foods North America – Member, Management Committee – Other senior roles in marketing, strategy, operations, procurement and general management Other Board Experience Mosaic Flavors (2022-present) Jacobs Holding AG (2018-2021) – Board of Advisors Michael Foods, Inc. (2008-2009) Aryzta AG, now Aspire Bakeries (2018-2021) Global food business – Non-Executive Chairman,

Executive Compensation

Executive Compensation Questions and Answers About the Annual Meeting Exhibits Chris Miskel Mr. Miskel's qualifications to serve on our Board and chair our Nominating/Governance Committee include his senior executive experience, his involvement in setting strategy for large businesses such as Lilly, Baxter, Baxalta and Shire, his extensive sales and marketing experience, and his knowledge of the healthcare industry and related privacy and cybersecurity issues. His senior roles in the pharmaceutical industry have also provided him with experience navigating complex and changing regulatory environments. Career Highlights Eli Lilly and Company (prior to 2013) Pharmaceutical company – General Manager, Lilly Australia and New Zealand – Other senior roles Community Involvement B utler University (2021-present) – Board of Trustees Medical College of Wisconsin (2018-present) – Board of Directors Versiti, Inc. (2017-present) Blood products supply and research company – President and Chief Executive Officer Baxter / Baxalta / Shire (2013-2017) – Baxalta Incorporated spun off from Baxter International Inc. in 2015 and was acquired by Shire plc in 2016 Global healthcare and pharmaceutical company – Head of Immunology (2015-2017) – Vice President, Plasma Strategy and New Products, Global BioTherapeutics / U.S. BioScience National Accounts (2013-2015) Age: 51 Director Since: 2020 Public Company Board: 1 Committee Memberships: Nominating/ Governance (Chair) Compensation Ralph Nicoletti Mr. Nicoletti's qualifications to serve on our Board and chair our Audit Committee include his experience as a senior executive of global businesses, his deep financial management expertise, capital markets experience and knowledge of the healthcare industry and related privacy and cybersecurity issues. Career Highlights Kraft Foods, Inc. (prior to 2007) Global food and beverage company – Senior Vice President of Corporate Audit – Other

View Full Filing

View this filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.