Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

March 15, 2013

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

On March 12, 2013, Ilene S. Gordon notified Arthur J. Gallagher & Co. (Gallagher) of her decision not to stand for re-election to the Board of Directors at Gallagher’s 2013 Annual Meeting of Stockholders expected to be held on May 15, 2013. Ms. Gordon indicated that her decision was for personal reasons and not the result of any disagreement with Gallagher on any matter relating to Gallagher’s operations, policies or practices. Ms. Gordon will continue to serve as a director of Gallagher and as a member of Gallagher’s Compensation Committee until the expiration of her term at the 2013 Annual Meeting.

Gallagher gratefully acknowledges Ms. Gordon’s distinguished service as a member of the Board of Directors since 1999.


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: March 15, 2013  

/s/     WALTER D. BAY        


Walter D. Bay

Vice President, General Counsel and Secretary