8-KCorporate ChangesOther EventsExhibits & Filings

MARSH & MCLENNAN COMPANIES, INC. 8-K Report, Bylaw Amendment (Dec 14, 2006)

Filed December 14, 2006For Securities:MRSHMMC

Summary

Marsh & McLennan Companies, Inc. (MMC) filed an 8-K report on December 14, 2006, detailing significant amendments to its By-laws and Corporate Governance Guidelines, effective immediately. The primary change introduces a majority voting standard for the election of directors in uncontested elections. This means directors will now need to receive more votes in favor than against their election to be seated, a shift from the previous plurality standard. Further amendments enhance transparency and accountability in the director nomination process. Stockholders proposing director nominees must now provide additional information, including details on material relationships between the stockholder and nominee, and representations from the nominee regarding resignation commitments if they fail to receive majority support, and any voting or compensation agreements. These changes reflect a move towards greater shareholder influence and corporate governance best practices.

Key Highlights

  • 1Adoption of a majority voting standard for uncontested director elections, replacing the previous plurality standard.
  • 2Directors must now receive more 'for' votes than 'against' votes to be elected.
  • 3Enhanced disclosure requirements for stockholder nominations of directors.
  • 4Nominees must now provide representations regarding their intent to resign if they fail to receive majority support.
  • 5Nominees must disclose agreements regarding voting on board matters and compensation/indemnification.
  • 6Corporate Governance Guidelines have been amended to align with the new majority voting and resignation provisions.
  • 7These changes aim to increase director accountability to shareholders.

Frequently Asked Questions

The most significant change is the adoption of a majority voting standard for the election of directors in uncontested elections. Previously, directors were elected by a plurality of votes, meaning they just needed more votes than any other candidate. Now, they need to receive more 'for' votes than 'against' votes.

By requiring a majority of votes cast to be elected or re-elected, directors are more directly accountable to shareholders. If a director fails to receive majority support, they are required to tender their resignation, which the Board will then consider.

Stockholders must now provide details about any material relationships or agreements between themselves and the proposed nominee. Additionally, the proposed nominee must provide written representations about their commitment to resign if they fail to receive majority support in the future, and disclose any agreements concerning how they will vote on board matters or receive compensation/indemnification.

The amendments to Marsh & McLennan Companies, Inc.'s By-laws and Guidelines for Corporate Governance are effective as of December 14, 2006.