8-KLeadership ChangesExhibits & Filings

MARSH & MCLENNAN COMPANIES, INC. 8-K Report, Executive Changes (Oct 7, 2011)

Filed October 7, 2011For Securities:MRSHMMC

Summary

Marsh & McLennan Companies, Inc. (MRSH) announced a significant change regarding M. Michele Burns, who has resigned from her roles as Chairman and CEO of Mercer Inc. to lead a new Retirement Policy Center, sponsored by the company. This transition is effective October 4, 2011, with an employment agreement outlining her new role and terms through February 28, 2013. This filing details Ms. Burns' compensation arrangements in her new capacity, including funding for the Retirement Policy Center and her salary adjustments. Investors should note the specifics of her bonus eligibility and the absence of severance payments upon termination, as well as continued restrictive covenants. This strategic move signals a focus on retirement policy initiatives while managing a key executive's transition.

Key Highlights

  • 1M. Michele Burns has resigned as Chairman and CEO of Mercer Inc. to lead a new Retirement Policy Center sponsored by Marsh & McLennan Companies.
  • 2Ms. Burns' new role is effective October 4, 2011, with an employment agreement extending through February 28, 2013.
  • 3The Company will provide $650,000 in funding for the Retirement Policy Center in 2012 and $1,500,000 in 2013.
  • 4Ms. Burns' base salary will be adjusted from $900,000 to $850,000 effective January 1, 2012.
  • 5Ms. Burns will receive a 2011 bonus of $1,537,500 but will not be eligible for bonuses in 2012 or thereafter.
  • 6No severance payments or benefits will be provided to Ms. Burns upon termination of employment.
  • 7Ms. Burns will remain subject to non-competition and non-solicitation restrictions for 12 months post-termination.

Frequently Asked Questions

M. Michele Burns has transitioned from her executive roles at Mercer Inc. to lead a new Retirement Policy Center, a new initiative sponsored by Marsh & McLennan Companies.

The company will fund the Retirement Policy Center with $650,000 in 2012 and $1,500,000 in 2013. Ms. Burns' salary will be $900,000 through 2011 and $850,000 thereafter until her employment ends in February 2013. She will receive a significant bonus for 2011 performance.

Yes, Ms. Burns will not be eligible for any severance payments or benefits upon termination. She will also be bound by non-competition and non-solicitation clauses for 12 months after her employment ends, consistent with her previous agreement.

Ms. Burns' employment with Marsh & McLennan Companies is scheduled to terminate no later than February 28, 2013, according to the new employment agreement.