8-K

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) September 17, 2015

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))

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b), (c) On September 17, 2015, Marsh & McLennan Companies, Inc. (the “Company”) issued a press release announcing the retirement of J. Michael Bischoff, our Chief Financial Officer. Mr. Bischoff will remain CFO through December 31, 2015, and Mark C. McGivney, age 48, currently Senior Vice President, Corporate Finance, will assume the role of CFO effective January 1, 2016. Mr. Bischoff will continue on a part-time basis, assisting in the transition through March 31, 2016. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

(e) On September 17, 2015, the Company entered into a letter agreement with Mr. McGivney governing the terms of his employment as Chief Financial Officer effective January 1, 2016. The principal terms of Mr. McGivney's letter agreement are summarized below.

Salary and Bonus. Mr. McGivney will receive an annual base salary of $750,000. Mr. McGivney will be eligible for an annual bonus with an anticipated target equal to $1,200,000 commencing with the 2016 performance year (awarded in 2017). His actual bonus may range from 0% to 200% of target, based on achievement of individual performance objectives and Company performance as the Company may establish from time to time.

Long-Term Incentive Compensation. Mr. McGivney will be eligible to participate in the Company's long-term incentive program with an anticipated target grant date fair value of $1,500,000, beginning with the annual grant in 2016.

Participation in the Senior Executive Severance Plan. Mr. McGivney will participate in the Senior Executive Severance Plan. In the event his employment with the Company terminates, the Senior Executive Severance Plan will govern the terms under which he may be eligible to receive severance and other transition benefits from the Company. In general, the Senior Executive Severance Plan provides benefits to participants in the event of a termination of employment by the Company without cause or, within the two-year period following a change in control of the Company, either by the Company without cause or by the participant for good reason. Benefits under the Plan generally include cash severance equal to one year's base salary plus a bonus equal to the average of the annual bonuses paid to the participant for each of the three prior calendar years; a pro-rata bonus for the year of termination; twelve months of outplacement services; and continued medical and dental coverage for twelve months at active employee rates. Severance payments and benefits are conditioned on the participant having properly and timely executed and delivered to the Company a valid, irrevocable waiver and release of claims agreement (including restrictive covenants) in a form satisfactory to the Company.

Benefits. Mr. McGivney will continue to be eligible to participate in the Company's employee benefit plans and programs on terms and conditions as are generally provided to similarly situated employees of the Company. In addition, Mr. McGivney will continue to be eligible to participate in the Financial Services Program, as in effect from time to time.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

99.1    Press release issued by Marsh & McLennan Companies, Inc. on September 17, 2015.

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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/ Carey Roberts
Name:	Carey Roberts
Title:	Deputy General Counsel, Chief Compliance Officer & Corporate Secretary

Date:    September 18, 2015

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EXHIBIT INDEX

Exhibit No.Exhibit

99.1 Press release issued by Marsh & McLennan Companies, Inc. on September 17, 2015.

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EX-99.1

Exhibit 99.1

NEWS RELEASE

Media Contact: Edward L. Dandridge Marsh & McLennan Companies +1 212 345 9751 ed.dandridge@mmc.com Investor Contact: Keith Walsh Marsh & McLennan Companies +1 212 345 0057 keith.walsh@mmc.com

MARSH & McLENNAN COMPANIES NAMES MARK McGIVNEY

CHIEF FINANCIAL OFFICER

NEW YORK, September 17, 2015 - Marsh & McLennan Companies, Inc. (NYSE: MMC), a global professional services firm offering clients advice and solutions in risk, strategy and people, today announced the appointment of Mark McGivney as Chief Financial Officer, effective January 1, 2016. Mr. McGivney will report to Marsh & McLennan Companies’ President & CEO Dan Glaser and join the Company’s Executive Committee.

"Mark’s demonstrated leadership and track record in key financial management roles make him ideally suited for his new responsibilities," said Mr. Glaser. "Mark most recently served as SVP of Corporate Finance for Marsh & McLennan, and previously as CFO and COO of Mercer, from 2011 to 2014, and CFO of Marsh, from 2007 to 2011."

"I am excited about serving in this new role at Marsh & McLennan," said Mr. McGivney. "Since 2007, I have truly appreciated the opportunity to be part of this great Company, and I look forward to continuing to work with our talented team around the world to grow our businesses and deliver value for clients and our shareholders."

In this role, Mr. McGivney succeeds J. Michael Bischoff, who is retiring after having served as Chief Financial Officer since September 2012. Mr. Bischoff joined the Company in 1982 and held a number of senior financial management positions before being named interim CFO in March 2012. Mr. Bischoff is expected to serve as a part-time Senior Advisor to the Company through the first quarter of 2016.

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"On behalf of Marsh & McLennan Companies, I would like to thank Mike for his extraordinary professionalism, commitment and dedication to our Company for more than three decades," said Mr. Glaser. "We will honor his legacy and many contributions by continuing to deliver on our commitments to create shareholder value and grow our Company as we work with clients to address the biggest challenges of the day."

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About Marsh & McLennan Companies

MARSH & McLENNAN COMPANIES (NYSE: MMC) is a global professional services firm offering clients advice and solutions in the areas of risk, strategy and people. Marsh is a leader in insurance broking and risk management; Guy Carpenter is a leader in providing risk and reinsurance intermediary services; Mercer is a leader in talent, health, retirement and investment consulting; and Oliver Wyman is a leader in management consulting. With annual revenue of $13 billion and 57,000 colleagues worldwide, Marsh & McLennan Companies provides analysis, advice and transactional capabilities to clients in more than 130 countries. The Company is committed to being a responsible corporate citizen and making a positive impact in the communities in which it operates. Visit www.mmc.com for more information and follow us on LinkedIn and Twitter @MMC_Global.

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