United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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| | Definitive Proxy Statement
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|X| Soliciting Material Under Rule 14a-12
Marsh & McLennan Companies, Inc.
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(Name of Registrant as Specified In Its Charter)
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Attached hereto is a form letter to sent to certain stockholders of Marsh &
McLennan Companies, Inc. ("MMC") 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"). The proposal concerns amendments to
certain employee stock benefit plans that would permit MMC to make an offer to
its employee optionholders (other than it's most senior executive officers) to
tender certain outstanding stock options in exchange for stock options to
purchase a lesser number of shares of MMC common stock.
The proxy statement for the 2005 Annual Meeting contains important information
for stockholders and should be read carefully by them prior to voting. The proxy
statement has been filed by MMC with the Securities and Exchange Commission.
These written materials and other documents may be obtained free of charge from
the Securities and Exchange Commission's website at www.sec.gov.
MMC stockholders may obtain a written copy of the proxy statement free of charge
by contacting MMC Corporate Development at (212) 345-5475.
Attachment:
(1) Form Letter to Certain Stockholders.
Attachment (1)
[GRAPHIC OMITTED]
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036
212 345 5000 Fax 212 345 4808
www.mmc.com
Dear [Addressee]:
Attached for your review are the Proxy Statement and Annual Report of Marsh &
McLennan Companies, Inc. for the Company's upcoming annual meeting of
stockholders. On our meeting agenda this year is a proposal seeking shareholder
approval for an amendment to MMC's Equity Compensation Plans to permit an
exchange of certain options.
If the amendment is approved, active employees would be allowed to voluntarily
exchange a greater number of deeply underwater stock options for a lesser number
of new stock options at market price in a value for value exchange. This would
help us to retain key staff, motivate and reward employees for their
contributions to our future success and reduce a substantial amount of stock
option overhang, which is in the best interests of shareholders.
The proposal was specifically designed to include provisions which meet
guidelines followed by ISS and institutional shareholders for the conduct of
such programs. For example:
o Net shares returned from the option exchange will be retired,
reducing the overall number of shares subject to options.
o MMC's most senior officers will not be eligible to participate in
the exchange offer.
o Only outstanding stock options underwater by 25% or more will be
eligible for the exchange offer.
o Exchange ratios will be set with the intention that each new stock
option would have a value that is equal to 90% of the Black-Scholes
value of the exchanged stock option.
o New vesting requirements will be imposed, with options vesting on
the later of the second anniversary of the grant or the vesting
date of the tendered option.
At your convenience, we would like an opportunity to discuss this proposal with
you and your colleagues and answer any questions you may have about the exchange
program. I will call you to arrange a convenient time and place for this
discussion.
Sincerely,
Marsh & McLennan Companies Inc.
Enclosures