MMC Benefits Handbook
Employee Stock Purchase Plan
The Marsh & McLennan Companies 1999 Employee Stock Purchase Plan (Plan) is a plan that lets you buy shares of Marsh & McLennan Companies, Inc. common stock at a discount through convenient payroll deductions. Through this Plan, you can participate in Marsh & McLennan Companies, Inc. ownership by purchasing shares of Company common stock for 95% of its market value on the day of each quarterly purchase.
A Note about ERISA
The Plan is not subject to the provisions of the Employee Retirement Income Security Act (ERISA) of 1974, as amended, and is not intended to be qualified under Section 401(a) of the US Internal Revenue Code.
Part of a Plan Prospectus
These questions and answers constitute part of a prospectus covering securities that have been registered under the US Securities Act of 1933, as amended (Securities Act).
The date of this Prospectus is September 1, 2018.
This Prospectus relates to 40.35 million shares of common stock, par value $1.00 per share, of Marsh & McLennan Companies, Inc., a Delaware corporation, reserved for issuance under the Plan.
Marsh & McLennan Companies, Inc. is the issuer of the common stock under the Plan. The outstanding common stock is listed on the New York Stock Exchange (NYSE) under the ticker symbol "MMC."
Participants may receive, without charge, any of the documents that constitute part of the prospectus as well as a copy of the annual report for Marsh & McLennan Companies, Inc. and copies of other reports, proxy statements and other communications distributed to Marsh & McLennan Companies, Inc. shareholders. (These documents have been incorporated by reference into the prospectus.)
All reports and other documents subsequently filed by Marsh & McLennan Companies, Inc. or the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, also will be deemed to be incorporated into this plan summary and Prospectus by reference and to be a part of this plan summary and Prospectus from the date of the filing of such reports and documents. The Annual Report on Form 10-K of Marsh & McLennan Companies, Inc. for its last fiscal year and Marsh & McLennan Companies, Inc.'s Registration Statement on Form 8 dated February 3, 1987, describing Common Stock, including any amendment or reports filed for the purpose of updating such description which have been filed by Marsh & McLennan Companies, Inc. under the Securities Exchange Act of 1934, are also incorporated by reference herein. Marsh & McLennan Companies, Inc.'s annual report can be viewed on the Marsh & McLennan Companies, Inc.'s website at https://irnews.mmc.com/phoenix.zhtml?c=113872&p=irol-reportsAnnual.
The main features of the Plan are summarized in this Prospectus. However, if there are any inconsistencies between this Prospectus and the Plan or the terms of any Plan enrollment form and country-specific notices, the Plan and Plan enrollment form and country-specific notices will always control.
Copies of the documents described above, the Plan and additional information about the Plan can be obtained without charge from the Global Benefits Department of Marsh & McLennan Companies, Inc. at the following address: Marsh & McLennan Companies, Inc., 121 River Street – 3rd Floor, Hoboken, NJ 07030; telephone: +1 201 284 4000.
Once shares are purchased through the Plan and deposited into a stock plan account established at Fidelity Investments on your behalf, neither Marsh & McLennan Companies, Inc. nor its subsidiaries or affiliates (Company) have any authority or oversight over the shares you purchased through this Plan. For more information about Fidelity Investments' services after shares are purchased, contact Fidelity Investments at +1 800 544 9354 or outside the US, Fidelity.com/globalcall.