MARSH & MCLENNAN COMPANIES, INC. 8-K

What Happened

• On January 14, 2026, Marsh & McLennan Companies, Inc. (MMC) announced that its Board of Directors approved amended and restated bylaws, effective the same date. The changes update governance procedures to reflect recent amendments to the Delaware General Corporation Law (DGCL) and incorporate requirements tied to the SEC’s universal proxy rule (Rule 14a‑19).

Key Details

• Effective date: January 14, 2026 (Board approval and effectiveness).
• DGCL updates: revisions include provisions related to the stockholder list and quorum rules for committee meetings.
• Nomination/proposal process: advance notice provisions updated for required disclosures and information, limits on number of nominees, and alignment with universal proxy rules.
• Governance clarifications: voting standards for shareholder matters and the authority of the meeting chair were clarified.
• The full Amended and Restated Bylaws are filed as Exhibit 3.1 to the 8‑K.

Why It Matters

• These changes modernize MMC’s governance framework and align corporate procedures with current Delaware law and SEC proxy rules. For investors, the updates affect how director nominations and shareholder proposals are made and processed, clarify voting rules at meetings, and define the chair’s authority—factors relevant to shareholder engagement and any future contested board matters.