8-K
MARSH & MCLENNAN COMPANIES, INC. (MRSH)
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
| Date of report (Date of earliest event reported) | February 19, 2020 |
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| Marsh & McLennan Companies, Inc. | |||||||
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| (Exact Name of Registrant as Specified in its Charter) | Delaware | 1-5998 | 36-2668272 | ||||
| --- | --- | --- | |||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) | 1166 Avenue of the Americas, | New York, | NY | 10036 | |
| --- | --- | --- | --- | ||||
| (Address of Principal Executive Offices) | (Zip Code) | Registrant’s telephone number, including area code | (212) | 345-5000 | |||
| --- | --- | --- |
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)) | | --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|---|
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On February 19, 2020, the board of directors (the “Board”) of Marsh & McLennan Companies, Inc.
(the “Company”) elected Jane H. Lute as an independent member of the Board, effective March 1, 2020.
As a non-management director, Ms. Lute will be compensated as described in “Description of
Compensation Arrangements for Independent Directors”, which was filed as Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.
A copy of the Company's press release, dated February 19, 2020, announcing the election of Ms. Lute is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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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.
| MARSH & McLENNAN COMPANIES, INC. | |
|---|---|
| By: | /s/ Katherine J. Brennan |
| Name: | Katherine J. Brennan |
| Title: | Deputy General Counsel, Chief Compliance Officer &<br><br>Corporate Secretary |
Date: February 19, 2020
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EXHIBIT INDEX
Exhibit No. Exhibit
| 99.1 | Press release issued by Marsh & McLennan Companies, Inc. on February 19, 2020 |
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Exhibit
| Marsh & McLennan Companies 1166 Avenue of the Americas New York, NY 10036-2774 212 345 5000 www.mmc.com |
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Exhibit 99.1
NEWS RELEASE
| Media Contact:<br><br>Erick Gustafson<br><br>Marsh & McLennan Companies<br><br>+1 202 263 7788<br><br>erick.gustafson@mmc.com | Investor Contact:<br><br>Sarah DeWitt<br><br>Marsh & McLennan Companies<br><br>+1 212 345 6750<br><br>sarah.dewitt@mmc.com |
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MARSH & McLENNAN COMPANIES NAMES JANE HOLL LUTE
TO BOARD OF DIRECTORS
NEW YORK, February 19, 2020 - The Board of Directors of Marsh & McLennan Companies (NYSE: MMC) today elected Jane Holl Lute as a director effective on March 1, 2020. With Ms. Lute’s election, the Company’s Board will consist of 13 directors.
Ms. Lute has had a distinguished career in the public and private sectors. She served in the U.S. Army for over a decade, including in Operation Desert Storm and as a director on the White House National Security Council staff under Presidents George H. W. Bush and William J. Clinton. After retiring from the Army in 1994, she joined the Carnegie Corporation as Executive Director for its Commission on Preventing Deadly Conflict. She then served at the United Nations in various peacekeeping and peacebuilding roles, including as Assistant Secretary-General for Peacebuilding Support in the Executive Office of Secretary-General Ban Ki-moon.
In early 2009, President Obama nominated Ms. Lute to serve as Deputy Secretary for the U.S. Department of Homeland Security. In this role, she managed the day-to-day operations of the Department’s 500,000 employees and contract personnel. From 2013 to 2016, she was Chief Executive Officer of the Council on Cybersecurity and the Center for Internet Security. Ms. Lute currently serves as President and CEO of SICPA North America.
“Jane brings a unique blend of insights and capabilities to Marsh & McLennan,” said H. Edward Hanway, Chairman of the Company’s Board of Directors. “She has broad expertise in cybersecurity,
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vast international experience and has managed large, complex organizations. We look forward to welcoming her to the Board.”
Ms. Lute also serves on the Boards of Union Pacific Corporation and Atlas Air Worldwide Holdings.
About Marsh & McLennan Companies
Marsh & McLennan (NYSE: MMC) is the world's leading professional services firm in the areas of risk, strategy and people. The Company's 76,000 colleagues advise clients in over 130 countries. With annualized revenue approaching $17 billion, Marsh & McLennan helps clients navigate an increasingly dynamic and complex environment through four market-leading firms. Marsh advises individual and commercial clients of all sizes on insurance broking and innovative risk management solutions. Guy Carpenter develops advanced risk, reinsurance and capital strategies that help clients grow profitably and pursue emerging opportunities. Mercer delivers advice and technology-driven solutions that help organizations redefine the world of work, reshape retirement and investment outcomes, and unlock health and wellbeing for a changing workforce. Oliver Wyman serves as a critical strategic, economic and brand advisor to private sector and governmental clients. For more information, visit mmc.com, follow us on LinkedIn and Twitter @mmc_global or subscribe to BRINK.
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