Form 8-K - Current report
23 Febbraio 2024 - 10:05PM
Edgar (US Regulatory)
0000062709false00000627092023-10-092023-10-090000062709mmc:XNYSMember2023-10-092023-10-090000062709mmc:XCHIMember2023-10-092023-10-09
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | | | | |
Date of report (Date of earliest event reported) | February 22, 2024 |
| | |
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 |
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
(e) On February 22, 2024, the Compensation Committee of the board of directors of Marsh & McLennan Companies, Inc. (the “Company”), amended the terms of the employment letters with the Company’s Chief Executive Officer, John Q. Doyle and Chief Financial Officer, Mark C. McGivney.
Mr. Doyle will receive an annual base salary of $1,500,000, effective April 1, 2024. Mr. Doyle will be eligible for an annual bonus with a target of $3,750,000 commencing with the 2024 performance year (awarded in 2025) and he will be eligible for an annual long-term incentive (LTI) award with a target value of $13,750,000 commencing with the award to be made in 2024.
Mr. McGivney will receive an annual base salary of $1,000,000, effective April 1, 2024. Mr. McGivney will be eligible for an annual bonus with a target of $1,750,000 commencing with the 2024 performance year (awarded in 2025) and he will be eligible for an annual long-term incentive award with a target value of $3,000,000 commencing with the award to be made in 2024.
The foregoing summaries are qualified in their entirety by reference to the letter agreement amendments, a copy of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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 & Corporate Secretary |
| | |
Date: February 23, 2024
| | | | | | | | |
| | Steven A. Mills Chairman of the Compensation Committee of the Board of Directors
Marsh McLennan 1166 Avenue of the Americas New York, New York 10036-2774 212 345 5000 www.mmc.com |
| | |
February 22, 2024
John Q. Doyle Hand delivery
|
Subject: Terms of Employment
Dear John,
This first amendment to the Letter Agreement, dated November 10, 2022, between you and Marsh & McLennan Companies, Inc. (the “Letter Agreement”), revises the terms and conditions of your employment as President and Chief Executive Officer of Marsh McLennan. The Letter Agreement will continue to govern your employment except as specified below:
1.Exhibit A to the Letter Agreement shall be deleted and replaced in its entirety with the attached Exhibit A.
The terms of this amendment are effective as of February 22, 2024. Please acknowledge your agreement with the terms of the Letter Agreement, as further amended by this third amendment, by signing and dating this and the enclosed copy and returning one to me.
Sincerely,
/s/ Steven A. Mills
Steven A. Mills
Chairman of the Compensation Committee of the Board of Directors
Marsh McLennan
Accepted and Agreed:
/s/ John Q. Doyle ______________
(Signature)
February 22, 2024 _____________
(Date)
Page 2
February 22, 2024
John Q. Doyle
Exhibit A
| | | | | |
Board or Committee Memberships | •The Board of the Greenberg School of Risk Management at St. John’s University •The Board of New York Police and Fire Widows and Children’s Benefit Fund •Inner-City Scholarship Fund |
Annual Base Salary | $1,500,000 effective as of April 1, 2024. |
Annual Target Bonus Opportunity | Bonus awards are discretionary. Target bonus of $3,750,000 commencing with the 2024 performance year (awarded in February 2025). Actual bonus may range from 0% - 200% of target, based on achievement of individual and Marsh McLennan performance objectives as Marsh McLennan may establish from time to time. |
Annual Target Long-Term Incentive Opportunity | Long-term incentive awards are discretionary. Target grant date fair value of $13,750,000, commencing with the award to be granted in 2024. |
Other Benefits | •You will have access to a car and driver for business purposes and personal use including work/home travel.
•You will have access to corporate aircraft for personal travel, up to $130,000 in aggregate incremental cost each calendar year, as calculated by the Company for disclosure purposes for the Summary Compensation Table of the Company’s Proxy Statement; provided that this amount and calculation methodology will be reviewed from time to time and subject to adjustment to reflect market trends. The Company currently calculates incremental cost by totaling the incremental variable costs associated with personal flights on the aircraft (including hourly charges, taxes, passenger fees, international fees and catering)
If the imputed income attributable to these benefits is taxable to you, then the taxes associated with this taxable income will not be reimbursed or paid by the Company. |
| | | | | | | | |
| | John Q. Doyle President and Chief Executive Officer
Marsh McLennan 1166 Avenue of the Americas New York, New York 10036-2774 212 345 5000 www.mmc.com |
| | |
February 22, 2024
Mark C. McGivney Hand delivery
|
Subject: Terms of Employment
Dear Mark,
This fourth amendment to the Letter Agreement, dated September 17, 2015, between you and Marsh & McLennan Companies, Inc. as subsequently amended on January 17, 2018, February 19, 2019 and September 22, 2022 (together, the “Letter Agreement”), revises the terms and conditions of your employment as Senior Vice President and Chief Financial Officer of Marsh McLennan. The Letter Agreement will continue to govern your employment except as specified below:
1.Exhibit A to the Letter Agreement shall be deleted and replaced in its entirety with the attached Exhibit A.
The terms of this amendment are effective as of February 22, 2024. Please acknowledge your agreement with the terms of the Letter Agreement, as further amended by this third amendment, by signing and dating this and the enclosed copy and returning one to me.
Sincerely,
/s/ John Q. Doyle
John Q. Doyle
President and Chief Executive Officer
Marsh McLennan
Accepted and Agreed:
/s/ Mark C. McGivney_____________
(Signature)
February 22, 2024________________
(Date)
Page 2
February 22, 2024
Mark C. McGivney
Exhibit A | | | | | |
Board or Committee Memberships | None |
Annual Base Salary | $1,000,000 effective as of April 1, 2024. |
Annual Target Bonus Opportunity | Bonus awards are discretionary. Target bonus of $1,750,000 commencing with the 2024 performance year (awarded in February 2025). Actual bonus may range from 0% - 200% of target, based on achievement of individual and Marsh McLennan performance objectives, as Marsh McLennan may establish from time to time. |
Annual Target Long-Term Incentive Opportunity | Long-term incentive awards are discretionary. Target award value of $3,000,000, commencing with the award made in 2024. |
v3.24.0.1
Document and Entity Information
|
Oct. 09, 2023 |
Entity Information [Line Items] |
|
Document Type |
8-K
|
Document Period End Date |
Feb. 22, 2024
|
Entity Registrant Name |
Marsh & McLennan Companies, Inc.
|
Entity Incorporation, State or Country Code |
DE
|
Entity File Number |
1-5998
|
Entity Tax Identification Number |
36-2668272
|
Entity Address, Address Line One |
1166 Avenue of the Americas,
|
Entity Address, City or Town |
New York,
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10036
|
City Area Code |
(212)
|
Local Phone Number |
345-5000
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
Title of 12(b) Security |
Common Stock, par value $1.00 per share
|
Trading Symbol |
MMC
|
Entity Central Index Key |
0000062709
|
Amendment Flag |
false
|
NEW YORK STOCK EXCHANGE, INC. |
|
Entity Information [Line Items] |
|
Security Exchange Name |
NYSE
|
X C H I |
|
Entity Information [Line Items] |
|
Security Exchange Name |
CHX
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
dei_EntityListingsExchangeAxis=mmc_XNYSMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_EntityListingsExchangeAxis=mmc_XCHIMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Grafico Azioni Marsh and McLennan Compa... (NYSE:MMC)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Marsh and McLennan Compa... (NYSE:MMC)
Storico
Da Mag 2023 a Mag 2024