Information About Our Annual Meeting and Solicitation of
Proxies
WHY HAVE I RECEIVED A NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF PRINTED COPIES OF THESE
MATERIALS IN THE MAIL?
In order to reduce paper and postage costs, and in accordance with SEC rules, we have elected to furnish our proxy materials to
stockholders over the Internet. Most stockholders are receiving by mail a Notice of Internet Availability of Proxy Materials (Notice), which provides general information about the annual meeting, the address of the website on which our
proxy statement and annual report are available for review, printing and downloading and instructions on how to submit proxy votes. For those who wish to receive their materials in a different format (
e.g.
, paper copy by mail or electronic
copy by e-mail), the Notice contains instructions on how to do so. Stockholders who are current employees of the Company or who have elected to receive proxy materials via electronic delivery will receive via e-mail the proxy statement, annual
report and instructions on how to vote. Stockholders who have elected to receive paper copies of the proxy materials will receive these materials by mail.
WHO CAN VOTE ON THE MATTERS BEING DECIDED AT THE ANNUAL MEETING?
With respect to each matter properly brought before the meeting, each
stockholder who held shares as of the close of business on March 18, 2019, which we refer to as the record date, is entitled to one vote, in person or by proxy, for each share of common stock held as of that date. As of the record date, there
were outstanding 507,562,015 shares of Marsh & McLennan Companies common stock entitled to vote.
Stockholders of Record
If, as of the close of business on the record date, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, you
are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or by proxy. The Company is incorporated in Delaware, and in accordance with Delaware law, a list of the Companys common stockholders of record
as of the record date will be available for inspection at our principal executive offices at 1166 Avenue of the Americas, New York, New York for at least ten days prior to the annual meeting.
Beneficial (Street Name) Stockholders
If, as of the close of business on the record date, your shares were not held directly in your name but rather were held in an account at a brokerage firm, bank or
similar intermediary organization, then you are the beneficial holder of shares held in street name. The intermediary is considered to be the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you
have the right to direct the intermediary how to vote the shares held in your account.
HOW DO I VOTE?
Whether you hold shares as a stockholder of record or beneficial owner, you may direct how your shares are voted without attending the annual meeting. Even if you plan to
attend the annual meeting, we encourage you to vote in advance of the meeting. If you are a stockholder of record, you may vote by submitting a proxy in accordance with the instructions included in your Notice or on your proxy card. If you are a
beneficial owner holding shares in street name, you may vote by submitting voting instructions to your broker, bank, trustee or other intermediary in accordance with the voting instruction form provided to you. Executors, administrators, trustees,
guardians, attorneys and other representatives voting on behalf of a stockholder should indicate the capacity in which they are voting and corporations should vote by an authorized officer whose title should be indicated.
YOU MAY VOTE IN THE FOLLOWING MANNER:
By Telephone or the Internet
You may vote your shares via telephone or the Internet as instructed in the Notice or the proxy card,
depending on how you received the proxy materials. The telephone and Internet procedures are designed to authenticate a stockholders identity, to allow stockholders to vote their shares and to confirm that their instructions have been properly
recorded.
By Mail
Stockholders who receive
hard copies of the proxy materials may choose to vote by mail and, if you so choose, should complete, sign and date your proxy card or voting instruction card and mail it in the pre-addressed envelope included with the proxy materials. Note that, if
you are a stockholder of record and you sign and return a proxy, but do not specify how to vote, your shares will be voted by the proxies in accordance with the Boards recommendations, which will be in favor of our director nominees
(Item 1); to approve, by nonbinding vote, the compensation of our named executive officers (Item 2); and in favor of the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm
(Item 3).