Marsh & McLennan (NYSE: MMC) adopts amended and restated bylaws updates

Rhea-AI Filing Summary

Marsh & McLennan Companies, Inc. has adopted amended and restated bylaws, effective January 14, 2026. The revisions update various provisions to align with recent changes to the Delaware General Corporation Law, including rules on stockholder lists and quorum for board committee meetings.

The bylaws also tighten and clarify advance notice procedures for director nominations and other stockholder proposals, including disclosure requirements, limits on the number of nominees, and alignment with the universal proxy rules under Rule 14a-19. In addition, they clarify the voting standard for matters submitted to stockholders and the authority of the chair at stockholder meetings, along with other conforming and clarifying changes.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) January 14, 2026

Marsh & McLennan Companies, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware			1-5998			36-2668272
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1166 Avenue of the Americas,

New York,

NY

10036

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code (212) 345-5000

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of exchange on which registered

Common Stock, par value $1.00 per share

MRSH

New York Stock Exchange

NYSE Texas

    Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

			Emerging growth company			☐
			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On and effective January 14, 2026, the Board of Directors of Marsh & McLennan Companies, Inc. (the “Company”) approved amended and restated bylaws of the Company (the “Amended and Restated Bylaws”).

Among other things the amendments (i) update and conform various provisions to reflect the latest amendments to the Delaware General Corporation Law (the “DGCL”), including related to the stockholder list and quorum for committee meetings, (ii) update certain procedural and informational requirements under the advance notice provisions related to director nominations and other proposals, including related to the requirement to provide certain disclosures and information to the Company, the number of nominees the stockholder can nominate and reflecting the universal proxy rules under Rule 14a-19, (iii) clarify the voting standard for matters submitted to the stockholders and (iv) clarify the authority of the chair of the meeting of stockholders.

The Amended and Restated Bylaws also make other clarifications, updates and conforming changes.

This summary is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01        Financial Statements and Exhibits

(d)        Exhibits

3.1 Amended and Restated Bylaws of Marsh & McLennan Companies, Inc.

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SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MARSH & McLENNAN COMPANIES, INC.
			By:			/s/ Connor Kuratek
			Name:			Connor Kuratek
			Title:			Deputy General Counsel and Corporate Secretary

Date:    January 14, 2026

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FAQ

What did Marsh & McLennan (MMC) change in its bylaws?

The company approved amended and restated bylaws that update provisions to reflect recent Delaware General Corporation Law changes, refine advance notice procedures for director nominations and proposals, clarify stockholder voting standards, and spell out the authority of the chair at stockholder meetings.

When did the new Marsh & McLennan (MMC) bylaws become effective?

The amended and restated bylaws of Marsh & McLennan Companies, Inc. became effective on January 14, 2026, the same date they were approved by the Board of Directors.

How do the MMC bylaw changes relate to Delaware corporate law?

The amendments update and conform provisions to the latest amendments to the Delaware General Corporation Law, including matters related to the stockholder list and quorum requirements for committee meetings.

How did Marsh & McLennan revise director nomination procedures?

The bylaws revise advance notice provisions for director nominations and other proposals, including requirements to provide specified disclosures and information to the company, limits on the number of nominees a stockholder can nominate, and changes reflecting universal proxy rules under Rule 14a-19.

Did MMC clarify voting standards for stockholder matters?

Yes. The amended bylaws clarify the voting standard applicable to matters submitted to stockholders, providing more explicit guidance on how these votes are evaluated under the company’s governing documents.

What changes were made to the role of the stockholder meeting chair at MMC?

The amendments clarify the authority of the chair of stockholder meetings, helping to define how meetings are conducted and the scope of the chair’s procedural powers.

Where can investors find the full text of MMC's amended bylaws?

The complete Amended and Restated Bylaws are provided as Exhibit 3.1 to this report and are incorporated by reference.