United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Marsh & McLennan Companies, Inc.
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(Name of Registrant as Specified In Its Charter)
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Attached hereto is a letter to employees from Michael G. Cherkasky, the
president and chief executive officer of Marsh & McLennan Companies, Inc.
("MMC") and an excerpt from the scripted comments prepared for Mr. Cherkasky to
use in a conference call with investors scheduled for 10:00 a.m. on Tuesday,
March 1, 2005, both relating to a proposal to be considered by stockholders of
MMC at the 2005 Annual Meeting of Stockholders to be held on May 19, 2005 (the
"2005 Annual Meeting").
MMC has not commenced the exchange offer referred to in the attachments or
filed the proxy statement for the 2005 Annual Meeting. When the exchange offer
is commenced, MMC will provide eligible optionholders with written materials
explaining the precise terms and timing of the exchange offer. The tender offer
materials and the proxy statement will contain important information for
optionholders and stockholders, respectively, and should be read carefully by
them prior to tendering or voting. These written materials and other documents
will be filed by MMC with the Securities and Exchange Commission and may be
obtained free of charge from the Securities and Exchange Commission's website at
www.sec.gov. If necessary, MMC stockholders may obtain a written copy of the
proxy statement and eligible MMC optionholders may obtain a written copy of the
tender offer statement, when available, by contacting MMC Corporate Development
at (212) 345-5475.
Attachments:
(1) Letter to Employees from Michael G. Cherkasky, president and CEO of MMC.
(2) Excerpt from scripted comments to be used by Michael G. Cherkasky, president
and CEO of MMC, in investor conference call on Tuesday, March 1, 2005.
Attachment (1)
To: All MMC Employees
Date: March 1, 2005
From: Michael Cherkasky
Subject: Stock Option Exchange Proposal
As we focus our efforts on MMC's future performance, we need to ensure that our
employees are motivated and rewarded for their contributions to our future
success. Stock options - the right to buy MMC stock at a future date at a fixed
exercise price - are a key form of long-term incentive compensation for senior
professionals. At this point, however, more than 85% of the outstanding stock
options are "underwater," meaning they were granted at exercise prices higher
than MMC's current share price. These stock options are not providing effective
incentives for future performance.
After considerable study, we determined that a stock option exchange program for
certain deeply underwater options is appropriate and in the interests of
optionholders, shareholders and our company. I am pleased to announce that on
February 26, 2005, MMC's Board of Directors approved, subject to stockholder
approval, a proposed stock option exchange program for non-executive officer
optionholders. Under the proposed stock option exchange program, non-executive
officer optionholders may elect to exchange certain eligible MMC stock options
for a lesser number of new stock options with an exercise price equal to the
fair market value of MMC common stock at the time of the exchange.
Some key points about the stock option exchange proposal are as follows:
o MMC's most senior executive officers are excluded from the
exchange program.
o Only stock options underwater by 25% or more would be eligible for
the exchange program.
o Exchange ratios would be set with the intention that optionholders
receive stock options that have a value that is equal to 90% of
the value of the exchanged stock options.
The stock option exchange proposal will be included in the MMC 2005 Proxy
Statement, and will be voted on by MMC shareholders at the 2005 Annual Meeting
to be held on May 19, 2005. If shareholder approval is secured, we anticipate
opening the offer to exchange stock options shortly thereafter. At that time,
optionholders will receive detailed information on eligible stock options and
the exchange process.
This is a pivotal time for MMC. I am confident we can succeed by delivering our
best performance. Aligning our compensation programs to encourage that
performance is an important step.
MMC has not commenced the exchange offer referred to in this communication or
filed the proxy statement for the 2005 Annual Meeting. When the exchange offer
is commenced, MMC will provide eligible optionholders with written materials
explaining the precise terms and timing of the exchange offer. The tender offer
materials and the proxy statement will contain important information for
optionholders and stockholders, respectively, and should be read carefully by
them prior to tendering or voting. These written materials and other documents
will be filed by MMC with the Securities and Exchange Commission and may be
obtained free of charge from the Securities and Exchange Commission's website at
www.sec.gov. If necessary, MMC stockholders may obtain a written copy of the
proxy statement and eligible MMC optionholders may obtain a written copy of the
tender offer statement, when available, by contacting MMC Corporate Development
at (212) 345-5475.
Attachment (2)
Excerpt from Script for Investor Conference Call Scheduled for 10:00 a.m.,
March 1, 2005.
Our board, on the recommendation of management, has agreed to ask the
shareholders to approve an employee options value for value exchange. Our
employees will be offered 90% of the Black Scholes value of their underwater
options. This will allow our employees to voluntarily exchange a greater number
of higher priced out of the money options and obtain a lower number of options
at market price. We believe this will be in the shareholders interest as it will
help us with retention, but will also allow us to remove a substantial piece of
the option overhang. This program, in addition to the cash incentive retention
programs that run through November 2005, and ongoing option awards plan, is
necessary in our opinion, as we reduce fixed benefits, reduce our work force and
make compensation more variable.