8-KMaterial AgreementsExhibits & Filings

MARSH & MCLENNAN COMPANIES, INC. 8-K Report, Material Agreement (May 23, 2005)

Filed May 23, 2005For Securities:MRSHMMC

Summary

Marsh & McLennan Companies, Inc. (MMC) filed an 8-K on May 23, 2005, detailing several key executive compensation and stock plan updates. Notably, the Compensation Committee approved a new form of restricted stock award under the 2000 Senior Executive Incentive and Stock Award Plan, and stockholders approved amendments to various stock award plans. These amendments specifically allow for a one-time voluntary exchange of certain outstanding stock options for new options with fewer shares, while prohibiting future exchanges without further stockholder approval. Furthermore, the company announced a new compensation arrangement for its Chairman of the Board, Robert F. Erburu, granting him an additional $100,000 annually for his expanded responsibilities. These announcements provide insight into how MMC is managing its executive compensation and equity-based incentives in the specified period.

Key Highlights

  • 1Approval of a new form of restricted stock award under the MMC 2000 Senior Executive Incentive and Stock Award Plan.
  • 2Stockholder approval of amendments to multiple stock award plans (2000 Senior Executive, 2000 Employee, 1997 Senior Executive, 1997 Employee).
  • 3Amendments permit a one-time voluntary exchange of certain outstanding stock options for new options covering fewer shares.
  • 4Future exchanges of outstanding stock options will require stockholder approval.
  • 5New annual compensation of $100,000 approved for Chairman of the Board, Robert F. Erburu, effective March 16, 2005.
  • 6The compensation is in recognition of Mr. Erburu's additional responsibilities as non-executive Chairman.

Frequently Asked Questions

The amendments primarily allow for a one-time voluntary exchange of certain outstanding stock options for new options that cover fewer shares. This provides flexibility for executives while establishing a requirement for future exchanges to be approved by stockholders.

Robert F. Erburu, the Chairman of the Board, will receive an additional $100,000 in annual compensation. This increase is effective March 16, 2005, and is intended to recognize his expanded responsibilities as non-executive Chairman.

The Compensation Committee approved a new form of restricted stock award under the 2000 Senior Executive Incentive and Stock Award Plan. This indicates a potential shift or enhancement in how the company grants equity-based compensation to its senior executives.

Yes, the approved amendments prohibit any further exchanges of outstanding stock options issued under the Plans unless stockholder approval is obtained. This adds a layer of governance and shareholder oversight to future option exchange programs.