What does it mean for Marsh & McLennan's board to be declassified?

A declassified board means that all directors are elected annually by shareholders, rather than serving staggered, multi-year terms. This typically gives shareholders more direct and immediate influence over board composition and can make directors more accountable.

Why did Marsh & McLennan eliminate its Series A Junior Participating Preferred Stock?

The Series A Junior Participating Preferred Stock had no shares issued. Its elimination simplifies the company's capital structure and removes a potentially unused class of stock from its charter.

When did these corporate governance changes become effective?

The amendments to the Restated Certificate of Incorporation and the Certificate of Elimination were filed on July 17, 2008. The amendments to the Guidelines for Corporate Governance were also effective as of July 17, 2008.

Where can I find the updated Restated Certificate of Incorporation and Corporate Governance Guidelines?

The Restated Certificate of Incorporation is filed as Exhibit 3.1 to this 8-K filing. The amended Guidelines for Corporate Governance are available on Marsh & McLennan Companies' corporate website (www.mmc.com).

MRSH/MMC 8-K: Corporate Changes

Summary

Marsh & McLennan Companies, Inc. (MMC) filed an 8-K report on July 17, 2008, detailing significant corporate governance changes approved by its stockholders. The primary event is the formal filing of an amendment to its Restated Certificate of Incorporation to declassify its Board of Directors. This change, previously approved by stockholders at the May 15, 2008 annual meeting, means that directors will no longer be elected for staggered terms, allowing all board seats to be up for election annually. This move generally enhances shareholder influence over board composition. In addition to the board declassification, MMC's Board of Directors also approved the elimination of its Series A Junior Participating Preferred Stock, which had no shares issued. This action was also filed with the Delaware Secretary of State. The company also filed a consolidated Restated Certificate of Incorporation that incorporates these amendments. Concurrently, the company updated its Guidelines for Corporate Governance to align with the declassified board structure, with these amendments effective July 17, 2008.

Key Highlights

1Board of Directors declassified: Stockholder approval received in May 2008, with filing completed July 17, 2008, enabling annual election of all directors.
2Elimination of Series A Junior Participating Preferred Stock: Board approved the elimination of this stock class, which had no shares issued.
3Restated Certificate of Incorporation filed: A consolidated document reflecting the board declassification and preferred stock elimination was filed with Delaware.
4Corporate Governance Guidelines amended: Updates reflect the declassified board structure and include other clarifying revisions, effective July 17, 2008.
5Focus on shareholder governance: The declassification of the board is a move generally aimed at increasing shareholder oversight and accountability.
6No financial impact disclosed: The report focuses on corporate structure and governance, with no immediate financial statements or figures presented.

MARSH & MCLENNAN COMPANIES, INC. 8-K Report, Bylaw Amendment (Jul 18, 2008)

Summary

Key Highlights

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