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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.			☐

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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:

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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

    

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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/ Connor Kuratek
			Name:			Connor Kuratek
			Title:			Deputy General Counsel and Corporate Secretary

Date:    May 22, 2023

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