8-K
MARSH & MCLENNAN COMPANIES, INC. (MRSH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
| FORM | 8-K |
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of report (Date of earliest event reported) | March 29, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On March 29, 2023, the board of directors (the “Board”) of Marsh & McLennan Companies, Inc. (the “Company”) appointed Judith Hartmann, age 53, and Ray G. Young, age 61, as independent members of the Board, effective immediately. The Board appointed Ms. Hartmann and Mr. Young to its Audit Committee, having determined that they satisfy all the applicable requirements to serve on such committee, including independence standards.
As non-management directors, Ms. Hartmann and Mr. Young 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, 2021.
A copy of the Company's press release, dated March 29, 2023, announcing the appointment of Ms. Hartmann and Mr. Young is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release issued by Marsh & McLennan Companies, Inc. on March 29, 2023.
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 &<br>Corporate Secretary |
Date: March 29, 2023
EXHIBIT INDEX
Exhibit No. Exhibit
| 99.1 | Press release issued by Marsh & McLennan Companies, Inc. on March 29, 2023. |
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Document
Marsh McLennan
1166 Avenue of the Americas
New York, New York, 10036-2774
T +212 345 5000 www.marshmclennan.com
News release
| Media Contact:<br><br>Erick Gustafson<br><br>Marsh McLennan<br><br>+1 202 263 7788<br><br>erick.gustafson@mmc.com | Investor Contact:<br><br>Sarah DeWitt<br><br>Marsh McLennan<br><br>+1 212 345 6750<br><br>sarah.dewitt@mmc.com |
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Marsh McLennan appoints Judith Hartmann and Ray G. Young to its Board of Directors
NEW YORK, March 29, 2023 — The Board of Directors of Marsh McLennan (NYSE: MMC), the world’s leading professional services firm in the areas of risk, strategy and people, appointed Judith Hartmann, age 53, and Ray G. Young, age 61, as directors effective immediately. With these appointments, the Company’s Board will consist of 15 directors.
“We are committed to best practices in corporate governance, including effective succession planning and Board refreshment,” said H. Edward Hanway, Chairman of the Company’s Board of Directors. “Judith and Ray bring deep and diverse financial, international operations and governance experience to our Board. We look forward to working alongside them.”
“I am delighted to welcome Judith and Ray to the Board,” said John Doyle, President and CEO, Marsh McLennan. “Both bring tremendous capabilities and leadership experience, and we will benefit from their input and insights.”
Ms. Hartmann was Deputy CEO and Chief Financial Officer of ENGIE, an international energy services company, from 2015 to 2022. Prior to joining ENGIE, she served as Chief Financial Officer and member of the Executive Board of international media and services corporation Bertelsmann from 2012 to 2015, and held a number of financial and operational roles at General Electric in the US, Latin America and Europe from 2000 to 2012. She currently serves on the Board of Directors of Unilever and has previously served on the boards of Suez, RTL Group, Penguin Random House and Gruner + Jahr.
Mr. Young was Vice Chairman of Archer-Daniels-Midland Company (ADM), a premier global agricultural processing and nutrition company, until his retirement at the end of
- Previously, he served as ADM’s Chief Financial Officer from 2010 to April 2022. Prior to joining ADM, he lived and worked on four continents, serving in various senior executive roles at General Motors Company from 1986 to 2010, including as President of the Mercosur region of South America, Chief Financial Officer and Vice President of International Operations, based in China. He serves on the boards of the International Paper Company, Hormel Foods Corporation and the American Cancer Society Illinois Division.
About Marsh McLennan
Marsh McLennan (NYSE: MMC) is the world’s leading professional services firm in the areas of risk, strategy and people. The Company’s more than 85,000 colleagues advise clients in 130 countries. With annual revenue of over $20 billion, Marsh McLennan helps clients navigate an increasingly dynamic and complex environment through four market-leading businesses.Marsh provides data driven risk advisory services and insurance solutions to commercial and consumer clients.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 marshmclennan.com and follow us on
LinkedIn and Twitter.