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 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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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 5.07 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 Voted For
Number of Shares Voted Against
Number of Shares 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
Non-Votes
276,367,550
144,272,980
3,602,887
27,150,150
3. 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:
2
Number of Shares Voted 1 YEAR
Number of Shares Voted 2 YEARS
Number of Shares Voted 3 YEARS
Number of Shares Abstained
Broker
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
Non-Votes
425,328,522
24,954,012
1,111,033
N/A
3
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.