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) | May 18, 2023 | | --- | --- || Marsh & McLennan Companies, Inc. | | --- | | (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>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)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of exchange on which registered |
|---|---|---|
| Common Stock, par value $1.00 per share | MMC | New York Stock Exchange |
| Chicago Stock Exchange | ||
| London Stock Exchange |
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. | ☐ |
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of Marsh & McLennan Companies, Inc. (the “Company”) was held on May 18, 2023. Represented at the meeting were 451,393,567 shares, or 91.17%, of the Company’s 495,061,362 shares of common stock outstanding and entitled to vote at the meeting. Set forth below are the final voting results for the actions taken by the stockholders at the meeting.
1. The Company’s stockholders elected the fourteen (14) director nominees named below to a one-year term expiring at the 2024 annual meeting or until their successors are elected and qualified, with each receiving the following votes:
| Director Nominee | Number of Shares <br>Voted For | Number of Shares <br>Voted Against | Number of Shares <br>Abstained | Broker Non-Votes |
|---|---|---|---|---|
| Anthony K. Anderson | 419,031,162 | 4,709,497 | 502,758 | 27,150,150 |
| John Q. Doyle | 418,487,121 | 5,398,636 | 357,660 | 27,150,150 |
| Hafize Gaye Erkan | 414,902,644 | 8,772,414 | 568,359 | 27,150,150 |
| Oscar Fanjul | 394,379,842 | 28,721,900 | 1,141,675 | 27,150,150 |
| H. Edward Hanway | 390,646,600 | 32,061,428 | 1,535,389 | 27,150,150 |
| Judith Hartmann | 422,625,745 | 1,209,108 | 408,564 | 27,150,150 |
| Deborah C. Hopkins | 411,517,984 | 12,321,106 | 404,327 | 27,150,150 |
| Tamara Ingram | 419,037,105 | 4,785,668 | 420,644 | 27,150,150 |
| Jane H. Lute | 421,408,794 | 2,422,556 | 412,067 | 27,150,150 |
| Steven A. Mills | 387,415,888 | 36,352,593 | 474,936 | 27,150,150 |
| Bruce P. Nolop | 391,761,670 | 32,049,809 | 431,938 | 27,150,150 |
| Morton O. Schapiro | 376,805,389 | 46,327,696 | 1,110,332 | 27,150,150 |
| Lloyd M. Yates | 413,066,728 | 10,737,425 | 439,264 | 27,150,150 |
| Ray G. Young | 422,536,139 | 1,265,545 | 441,733 | 27,150,150 |
2. The Company’s stockholders approved, by nonbinding vote, the compensation of the Company's named executive officers, as disclosed in the Company’s 2023 Proxy Statement, with the following vote:
| Number of Shares Voted For | Number of Shares Voted Against | Number of Shares Abstained | Broker<br><br>Non-Votes |
|---|---|---|---|
| 276,367,550 | 144,272,980 | 3,602,887 | 27,150,150 |
- The Company’s stockholders recommended, by nonbinding vote, that a stockholder vote to approve the compensation of the Company's named executive officers should occur every year, with the following vote:
| Number of Shares Voted 1 YEAR | Number of Shares Voted 2 YEARS | Number of Shares Voted 3 YEARS | Number of Shares Abstained | Broker<br><br>Non-Votes |
|---|---|---|---|---|
| 419,245,267 | 303,547 | 4,167,737 | 526,866 | 27,150,150 |
In accordance with the stockholders' recommendation, the Company has determined that an advisory vote on the compensation of the Company's named executive officers will be conducted every year, until the next advisory vote on the frequency of the advisory vote on the compensation of the Company's named executive officers.
4. The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, with
the following vote:
| Number of Shares Voted For | Number of Shares Voted Against | Number of Shares Abstained | Broker<br><br>Non-Votes |
|---|---|---|---|
| 425,328,522 | 24,954,012 | 1,111,033 | N/A |
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/ Connor Kuratek |
| Name: | Connor Kuratek |
| Title: | Deputy General Counsel and Corporate Secretary |
Date: May 22, 2023
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