Arthur J. Gallagher & Co. (AJG)
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AGM 2020

May 12, 2020

Pat Gallagher
Chairman of the Board, President, and CEO, Arthur J. Gallagher & Co

Good morning, ladies and gentlemen. This is Pat Gallagher, Chairman of the Board, President, and CEO of Arthur J. Gallagher & Company. I will be presiding over today's meeting. It is now my pleasure to officially call to order the 2020 Annual Meeting of Stockholders of Arthur J. Gallagher & Company. Thank you for joining us this morning. We are conducting the annual meeting virtually this year instead of in person, in light of the public health concerns relating to the ongoing COVID-19 pandemic. The agenda and rules of conduct have been provided on the virtual meeting website. Rules of conduct outline how we will proceed with today's meeting. In order to conduct an informative, orderly, and constructive meeting, we ask that participants abide by these rules.

As stated in the rules of conduct, if you would like to submit a question, you may do so by following the instructions on the meeting website. We ask that you limit yourself to one question and restrict your questions to matters of general interest to our stockholders. Thank you for your cooperation with these rules. It is now my pleasure to introduce the other members of the Board, all of whom are in attendance today: Sherry Barrat, William Bax, John Coldman, Frank English, Dave Johnson, Kay McCurdy, Chris Miskel, Ralph Nicoletti, and Norman Rosenthal. I want to pause for a second to recognize the outstanding work of our Board on behalf of stockholders. Our outside directors bring a wide range of experience and expertise to our company. They provide great guidance and advice, and I am personally grateful to all of our directors for their service.

Walt Bay, the Company's General Counsel and Secretary, is also joining us today. Walt will act as Secretary of the Meeting. Also joining today's meeting are the Inspector of Election, Leigh Grant of Broadridge Investor Services, and Ron Genty and Matt Bunander of Ernst & Young, the Company's independent auditor. The polls opened at the beginning of the meeting, and we will close the polls on all matters immediately after the presentation of today's proposals. If you wish to vote during the meeting, please follow the instructions on the meeting website before the polls close. If you have already voted in advance of the meeting, you do not need to vote again unless you wish to change your vote.

The Inspector of Election has taken the required oath and has certified that notice of this meeting was mailed beginning on March 27, 2020, to all stockholders of record as of the record date, and that a majority of our common stock issued and outstanding and entitled to vote at this meeting is present or represented by proxies. A quorum exists for the meeting. The meeting is now open for the purpose of transacting business properly before it. Each of the proposals to be voted on today is set forth in our proxy statement. I will now briefly describe each of the proposals. The first proposal is the election of the 10 nominees named in our proxy statement to serve as directors until the 2021 Annual Meeting. The Company has an advance notice provision for director nominations in its bylaws.

Because no advance notice was received, all nominations are closed. The second proposal is the ratification of the appointment of Ernst & Young LLP, as our independent registered public accounting firm for the fiscal year ended December 31st, 2020. The third proposal is an advisory vote to approve the compensation of our named executive officers. In addition to the three Company proposals I have just described, we have one stockholder proposal to be voted on. The proponent will have three minutes to present the proposal. It is my pleasure to introduce Ms. Yumi Narita of the Office of the New York City Comptroller, who will now introduce a stockholder proposal to adopt the diversity search policy. Operator, please open the line for Ms. Narita. Ms. Narita, your line is now open. You may proceed.

Yumi Narita
Executive Director of Corporate Governance, Office of the New York City Comptroller

Thank you, Mr. Gallagher. As noted, my name is Yumi Narita, and I'm here to present a proposal for, on behalf of New York City Comptroller, Scott Stringer, and four of the five New York City Pension Funds. The funds have approximately $204 billion in assets as of February and are substantial long-term Arthur J. Gallagher share owners with approximately 189,000 shares. Our proposal requests that the Board adopt a diversity search policy requiring that the initial candidates from which new director nominees and external CEOs are chosen include qualified female and racially or ethnically diverse candidates. This is a version of the Rooney Rule pioneered by the National Football League. First of all, we would like to thank the directors for clarifying their director nomination process with the update made to your governance guidelines as of January.

It is heartening to hear that the Nominating and Governance Committee has always sought out diverse candidates, and now it has institutionalized for the benefit of share owners, employees, and customers. Secondly, we recognize that the Board is made up of 20% women and has added Mr. Christopher Miskel as of March. We believe these actions reflect the 12th value of the Gallagher Way. "No department or person is an island." We believe that no board is an island, and the tone at the top matters at a company that employs individuals from all over the globe. One further request might be to update the Board of Directors page on the Company's website with photos and names of all of your directors. Finally, we would like to applaud Arthur J. Gallagher's robust internal CEO succession plan and the firm commitments that have been made to create a diverse pipeline for executives.

Similarly, we appreciate that Mr. Gallagher has taken the CEO Action for Diversity and Inclusion pledge. We would reiterate that the diversity language we are proposing would be for external CEO candidates only and do not see this language as detracting from the commitment the Company has made to its employees. Instead, we would suggest that including Rooney Rule language for an external CEO candidate search would demonstrate to your employees, as well as your share owners, that management and the Board have proactively thought through the long-term strategy of the Company and that even in the unlikely event that a candidate is sourced from outside the Company, Arthur J. Gallagher will continue to maintain its commitment to a diverse pipeline.

We'd also note in closing that following engagement with the Comptroller's Office, 76% of the companies where we filed a share ownership proposal have now publicly committed to applying the Rooney Rule for their director and external CEO searches. These companies include Activision Blizzard, Expedia, Hilton Worldwide Holdings, Verisign, and Ross Stores. We strongly urge Arthur J. Gallagher share owners to support Proposal 4. Thank you.

Pat Gallagher
Chairman of the Board, President, and CEO, Arthur J. Gallagher & Co

Thank you, Ms. Narita. The proxy statement for this meeting explains the reasons for the Company's recommendation against the stockholder proposal. We will now pause to address any stockholder questions we've received relating to these proposals. I'll ask our Secretary, Walt Bay, to advise whether any questions have been received.

Walt Bay
General Counsel and Secretary, Arthur J. Gallagher & Co

Good morning, Pat. I can confirm that we have not received any questions regarding the proposals.

Pat Gallagher
Chairman of the Board, President, and CEO, Arthur J. Gallagher & Co

As there are no questions on the proposals, I now declare the polls closed. We've been informed by the Inspector of Election that based on the preliminary voting results, each nominee for the election of the Board of Directors has been duly elected, each of the other company proposals voted on has been approved, and a majority of shares present and entitled to vote were voted against the stockholder proposal. Following the meeting, we will publicly announce the official voting results once all the verifications have been completed by the Inspector of Election. The formal portion of the meeting is now adjourned. We will now address general stockholder questions we have received in accordance with the meeting rules of conduct. Walt, please advise if we have received any questions.

Walt Bay
General Counsel and Secretary, Arthur J. Gallagher & Co

Pat, there are no questions from stockholders this morning.

Pat Gallagher
Chairman of the Board, President, and CEO, Arthur J. Gallagher & Co

Thank you, Walt. As there are no questions, this concludes our 2020 Annual Meeting of Stockholders. Thank you all for participating.

Operator

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.

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