As filed with the Securities and Exchange Commission on February 24, 2016
Registration No. 333-[ ]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MARSH & McLENNAN COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
36-2668272
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification Number)
 
1166 Avenue of the Americas
New York, New York 10036-2774
(212) 345-5000
 
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
MARSH & McLENNAN COMPANIES, INC.
2011 INCENTIVE AND STOCK AWARD PLAN
(Full Title of the Plan)
Carey Roberts, Esq., Deputy General Counsel, Chief Compliance Officer & Corporate Secretary
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036-2774
(Name and Address of Agent for Service)
Telephone number, including area code, of agent for service: (212) 345-5000
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer x             Accelerated filer ¨             Non-accelerated filer ¨             Smaller reporting company ¨
(Do not check is a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Title Of Securities To Be Registered
Amount To Be Registered (1)
Proposed Maximum Offering Price Per Share (2)
Proposed Maximum Aggregate Offering Price (2)
Amount Of
Registration Fee (3)
Common Stock, $1.00 par value
22,000,000
$57.12
$1,256,640,000
$126,543.65
(1)
This Registration Statement on Form S-8 (this “Registration Statement”) covers shares of Common Stock, par value $1.00 per share (“Common Stock”) of Marsh & McLennan Companies, Inc. (the “Company” or the “Registrant”) issuable pursuant to the 2011 Incentive and Stock Award Plan (the “Plan”), and any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split, or other similar transaction pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”).
(2)
Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, solely for the purpose of computing the registration fee, based on the average of the high and low prices reported for a share of Common Stock on the New York Stock Exchange on February 17, 2016.
(3) Rounded up to the nearest penny.
Pursuant to Rule 429 under the Securities Act, the prospectus included in this Registration Statement also relates to shares of Common Stock previously registered under the Registrant's registration statement on Form S-8 (Registration Statement No. 333-176084), for which a registration fee was previously paid.



    


PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of this Registration Statement is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Registration Statement on Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan covered by this Registration Statement as required by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.    INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates herein by reference the following documents filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
(2) The Company’s current reports on Form 8-K filed after the fiscal year ended December 31, 2015.
(4) The Company’s Registration Statement on Form 8-B dated May 22, 1969, as amended by an Amendment on Form 8, dated February 3, 1987, describing the Common Stock, including any amendment or reports filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4.    DESCRIPTION OF SECURITIES
Not applicable.
Item 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of the Company’s Common Stock offered hereby has been passed upon by Carey Roberts, Deputy General Counsel, Chief Compliance Officer & Corporate Secretary of the Company. Ms. Roberts is eligible to receive awards under the Plan.
Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) provides that a corporation may indemnify directors and officers, as well as employees and other



individuals, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Section 6.01 of the Company's amended and restated by-laws provides for indemnification by the Company of its directors, officers and employees to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director's duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit. The Company's restated certificate of incorporation provides for such limitation of liability.
The Company maintains standard policies of insurance under which coverage is provided to its directors and officers against loss arising from claims made by reason of breach of duty, misstatement, error or omission committed in their capacity as directors or officers of the Company. Such policies of insurance also provide coverage to the Company with respect to payments which may be made by the Company to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.
Item 7.    EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8.    EXHIBITS
Exhibit     
Number          Exhibit
4.1
Restated Certificate of Incorporation of Marsh & McLennan Companies, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K dated July 17, 2008).*
4.2
Amended and Restated By-Laws of Marsh & McLennan Companies, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K dated September 17, 2009).*
5.1
Opinion of Carey Roberts, Esq.
23.1
Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
23.2
Consent of Carey Roberts, Esq. (included in Exhibit 5.1).
24
Power of Attorney (included on the signature pages of this Registration Statement).
99.1
Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 dated August 5, 2011, Registration No. 333-176084).*


    


99.2
Section 409A Amendment Regarding Payments Conditioned Upon Employment-Related Action to Any and All Plans or Arrangements Entered into by the Marsh & McLennan Companies, Inc., or any of its Direct or Indirect Subsidiaries, that Provide for the Payment of Section 409A Nonqualified Deferred Compensation, effective December 21, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).*    
_________________
*Incorporated herein by reference

Item 9.    UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)    To include any prospectus required by Section 10(a)(3) of the 1933 Act;
(ii)    To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the ‘‘Calculation of Registration Fee’’ table in the effective registration statement;
(iii)    To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
Provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)    That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)    That, for the purpose of determining liability under the 1933 Act to any purchaser:
(i)    If the Registrant is relying on Rule 430B:
(A)    Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this Registration Statement as of the date the filed prospectus was deemed part of and included in this Registration Statement; and


    


(B)    Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the 1933 Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii)    If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)    That, for the purpose of determining liability of the Registrant under the 1933 Act to any purchaser in the initial distribution of the securities:
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)    Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)    Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii)    The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv)    Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.


    


(b)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)    Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.




    


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 24th day of February, 2016.

MARSH & McLENNAN COMPANIES, INC.
By:
/s/ Daniel S. Glaser
 
Name:
Daniel S. Glaser
 
Title:
Director, President and Chief Executive Officer



    



Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the following capacities on the 24th day of February, 2016.
In addition, each person whose signature appears below hereby constitutes and appoints each of Carey Roberts and Tiffany D. Wooley, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof. For the avoidance of doubt, this power of attorney shall only apply to amendments and supplements to this Registration Statement, and not to any amendments or supplements to any other Registration Statement previously filed, or filed at a subsequent date, by Marsh & McLennan Companies, Inc.



    


Signature
Title
/s/ Daniel S. Glaser
Director, President and Chief Executive Officer (principal executive officer)
Daniel S. Glaser
 
/s/ Mark C. McGivney
Chief Financial Officer (principal financial officer)
Mark C. McGivney
 
/s/ Robert J. Rapport
Senior Vice President & Controller
(principal accounting officer)
Robert J. Rapport
 
/s/ Oscar Fanjul
Director
Oscar Fanjul
 
/s/ H. Edward Hanway
Director
H. Edward Hanway
 
/s/ Lord Lang of Monkton
Director
Lord Lang of Monkton
 
/s/ Elaine La Roche
Director
Elaine La Roche
 
/s/ Maria Silvia Bastos Marques
Director
Maria Silvia Bastos Marques
 
/s/ Steven A. Mills
Director
Steven A. Mills
 
/s/ Bruce P. Nolop
Director
Bruce P. Nolop
 
/s/ Marc D. Oken
Director
Marc D. Oken
 
/s/ Morton O. Schapiro
Director
Morton O. Schapiro
 
/s/ Lloyd M. Yates
Director
Lloyd M. Yates
 
/s/ R. David Yost
Director
R. David Yost
 



    


INDEX TO EXHIBITS
Exhibit Number
Exhibit
4.1
Restated Certificate of Incorporation of Marsh & McLennan Companies, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K dated July 17, 2008).*
4.2
Amended and Restated By-Laws of Marsh & McLennan Companies, Inc. (incorporated by reference to the Company’s Current Report on Form 8-K dated September 17, 2009).*
5.1
Opinion of Carey Roberts, Esq.
23.1
Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP.
23.2
Consent of Carey Roberts, Esq. (included in Exhibit 5.1).
24
Power of Attorney (included on the signature pages of this Registration Statement).
99.1
Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (incorporated by reference to the Company’s Registration Statement on Form S-8 dated August 5, 2011, Registration No. 333-176084).*
99.2
Section 409A Amendment Regarding Payments Conditioned Upon Employment-Related Action to Any and All Plans or Arrangements Entered into by the Marsh & McLennan Companies, Inc., or any of its Direct or Indirect Subsidiaries, that Provide for the Payment of Section 409A Nonqualified Deferred Compensation, effective December 21, 2012 (incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012).*

________________________________
* Incorporated herein by reference.





    


EXHIBIT 5.1


LETTERHEAD OF MARSH & McLENNAN COMPANIES, INC.
February 24, 2016

Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036

Re: Registration Statement on Form S-8 for Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan
Dear Ladies and Gentlemen:
I am Deputy General Counsel, Chief Compliance Officer & Corporate Secretary of Marsh & McLennan Companies, Inc., a Delaware corporation (the “ Company ”), and in such capacity I am rendering the opinions expressed below in connection with the preparation and filing of a Registration Statement on Form S-8 (the “ Registration Statement ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), for the registration of 22,000,000 shares of common stock, par value $1.00 per share (the “ Shares ”), of the Company relating to the Marsh & McLennan Companies, Inc. 2011 Incentive and Stock Award Plan (the “ Plan ”).
In connection with rendering such opinions, I or an attorney acting under my general supervision (all references herein to acts taken by me include acts by an attorney acting under my general supervision) have reviewed the Registration Statement, the Restated Certificate of Incorporation and By-Laws of the Company, the Plan and resolutions duly adopted by the Board of Directors of the Company relating to the Plan and have examined originals or certified, conformed or reproduction copies of such documents, corporate and other records of the Company and certificates of governmental officials and officers of the Company, and have made such investigations of law, as I have deemed necessary or appropriate for the purposes of such opinions. In all such examinations, I have assumed without investigation the legal capacity of all natural persons executing documents, the genuineness of all signatures on original or certified copies, the authenticity of all original or certified copies and the conformity to original or certified documents of all copies submitted to me as conformed or reproduction copies. I have relied as to factual matters upon, and have assumed the accuracy of, the statements made in certificates of officers of the Company delivered to me, and certificates and other statements or information of or from public officials and officers and representatives of the Company and others.
Based solely upon the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth herein, I am of the opinion that the Shares to be issued under the Plan have been duly authorized and, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

I am a member of the Bar of the State of New York. The opinions expressed above are limited to the Delaware General Corporation Law as currently in effect.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not hereby admit that I come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Sincerely,
 
/s/ Carey Roberts
 
Carey Roberts
 
Deputy General Counsel, Chief Compliance Officer & Corporate Secretary







EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 24, 2016, relating to the financial statements of Marsh & McLennan Companies, Inc. and its subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting appearing in the Annual Report on Form 10-K of Marsh & McLennan Companies, Inc. and subsidiaries for the year ended December 31, 2015.

/s/ Deloitte & Touche LLP
New York, NY
February 24, 2016