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8-KThe WireRoutine

Shareholder Vote

Filed May 22, 2023 · 3y ago · Accession 0000062709-23-000040

Plain English

Material event — a significant development the company must disclose promptly.

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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 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 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.   MARSH & McLENNAN COMPANIES, INC.         By: /s/ Connor Kuratek      Name: Connor Kuratek   Title: Deputy General Counsel and Corporate Secretary     Date:    May 22, 2023 4
Filing details
Ticker
MRSH
CIK
62709
Form type
8-K
Filing date
May 22, 2023
Report date
May 18, 2023
Document
mmc-20230518.htm
Size
458 KB