Marsh & McLennan Companies, Inc. (MRSH)
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AGM 2014

May 15, 2014

Lucy Fato
Vice President, Deputy General Counsel, and Corporate Secretary, Marsh & McLennan Companies

I think we'll go ahead and get started. We might have a few more people coming in, but we'll go ahead. Good morning, and welcome to the Marsh & McLennan Companies 2014 Annual Meeting of Stockholders. I'm Lucy Fato, the Deputy General Counsel and Corporate Secretary for the company. Before we begin, I'd like to go over a few reminders. First, today's meeting is being webcast, so we'd like to ask that everyone joining us in person, please turn off or silence your phones, BlackBerries, any other electronic devices that they could interfere with the webcast. Second, remarks made by management today may include statements relating to future events or results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.

A variety of factors could cause the company's actual results to differ materially from those expressed or implied in any forward-looking statement made today. In addition, remarks made today may refer to non-GAAP measures. Please refer to our filings with the Securities and Exchange Commission for additional information. With that, I'd like to turn the meeting over to our independent chairman, Lord Lang.

Ian Lang
Independent Chairman, Marsh & McLennan Companies

Good morning, ladies and gentlemen. I am Ian Lang, Independent Chairman of Marsh & McLennan Companies. On behalf of the company, its directors and officers, I'd like to welcome you and thank you for coming to our annual meeting of stockholders. Before turning to today's agenda, I'd like to introduce the company's other directors and invite them to stand and be recognized. Óscar Fanjul, Vice Chairman of Omega Capital. Ed Hanway, former Chairman and CEO of Cigna Corporation. Elaine La Roche, Senior Advisor to China International Capital Corporation, U.S. Steven Mills, Senior Vice President and Group Executive Software and Systems of IBM. Bruce Nolop, former Chief Financial Officer of E*TRADE Financial Corporation. Marc Oken, Managing Partner of Falfurrias Capital Partners and former Chief Financial Officer of Bank of America Corporation. Morty Shapiro, President of Northwestern University.

Adele Simmons, Vice Chair of Metropolis Strategies and President of the Global Philanthropy Partnership. Lloyd Yates, Executive Vice President of Regulated Utilities for Duke Energy. Dave Yost, former President and Chief Executive Officer of AmerisourceBergen. Dan Glaser also joins me here on stage. In addition to being the company's President and CEO, Dan is also a member of the board of directors. Ed Morrissey of Deloitte & Touche is also in attendance. Deloitte & Touche is the company's independent registered public accounting firm, Ed is available to answer questions during the Q&A session later in the program. I hereby call the 2014 Annual Meeting of Stockholders to order. After proceeding with the formal part of the meeting, we will announce the preliminary voting result. Dan will then speak about the company, following which we will open the floor to questions.

Please save any questions you might have until that time. We have received affidavits confirming the distribution of the 2013 annual report, the 2014 notice of annual meeting and proxy statement, and voting instructions to stockholders of record on March 17th, 2014. The list of registered stockholders as of the record date for this meeting is available for inspection by any stockholder at the sign-in table. Representatives of Broadridge have been appointed to serve as inspectors of election for this meeting and have taken their inspector's oath. The inspectors have reported that over 88% of the shares issued, outstanding, and entitled to vote were represented at the beginning of this meeting. This constitutes a majority of the outstanding shares entitled to vote, and therefore, a quorum is present for the transaction of business. We are meeting today to vote on the matters described in the 2014 proxy statement.

Voting will take place on these matters after they're presented at this meeting. We have not received notice of any other matter to be brought before the meeting in accordance with the notice requirements set forth in our bylaws. The first order of business is the election of the 12 persons listed in the proxy statement to serve as directors with terms expiring in 2015. No other nominations were submitted to the company. The company has a majority voting standard in the case of director elections that, like today's, are uncontested. Accordingly, each nominee must receive a majority of the votes cast with respect to his or her nomination in order to gain re-election to the board.

The second item on the agenda, commonly known as a say on pay proposal, enables our stockholders to approve by non-binding vote the compensation of our named executive officers as disclosed in the 2014 proxy statement. The third item on the agenda calls for the stockholders to ratify the appointment of Deloitte & Touche as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2014. The audit committee previously approved this appointment. The polls are now open. Stockholders present who have already voted by proxy need not vote again unless they wish to change their vote. If you still have a proxy card, please give it to an inspector of election. Will the inspectors please identify themselves? An inspector will furnish a ballot to any stockholder or stockholder representative who wishes to vote in person.

Please raise your hand if you wish to vote in person, and we will provide you with a ballot. The polls are now closed. Will the inspectors please collect any ballots? The preliminary tally based on the votes cast as of the start of this meeting shows the following result. With regard to item one, a majority of shares voted were voted in favor of each of the director nominees, and thus they have all been reelected. For item two, a majority of the shares present or represented and entitled to vote have voted in favor. Thus, stockholders have approved, on an advisory basis, the compensation of the company's named executive officers. Finally, for item three, a majority of the shares present or represented and entitled to vote have voted in favor. Thus, the appointment of Deloitte & Touche as the company's independent auditors for 2014 has been ratified.

The Inspectors of Election will provide a final certified report of the vote following the meeting. That report will become a part of the record of this meeting and is not expected to affect the outcome of the voting announced today. A summary of the outcome of the vote will be posted to the company's website, and details of the final voting results will be filed with the SEC on Form 8-K within four business days. Before I adjourn the formal part of the annual meeting, I would like to announce that at a board of directors meeting earlier this morning, the board increased the company's quarterly dividend by $0.03 and declared a dividend of $0.28 per share on outstanding common stock payable on August 15th, 2014 to stockholders of record on July 11th, 2014.

The board approved an increase in the company's share repurchase program, allowing management to repurchase up to $2 billion worth of the company's common stock. The formal part of Marsh & McLennan Companies' 2014 annual meeting is now adjourned, and it gives me great pleasure to turn the floor over to Dan Glaser.

Daniel S. Glaser
President and CEO, Marsh & McLennan Companies

Thank you, Ian, and good morning. Thank you, Lucy. Thank all of you for joining us today. Before I begin my remarks, I'd like to introduce the members of our senior management team, and I'd ask you to stand as I call out your names. First, our operating company CEOs, Peter Zaffino of Marsh, Alex Moczarski of Guy Carpenter, and Julio Portalatin of Mercer. Scott McDonald, CEO of Oliver Wyman, could not be with us today. Also joining us are Mike Bischoff, our CFO, Peter Beshar, our general counsel, Scott Gilbert, our chief risk and compliance officer, and Laurie Ledford, our chief HR officer. It is a privilege for me to be here today. When I spoke to you at last year's annual meeting, I said I was committed and ready to lead the company forward.

As I stand here today, I look with enormous pride at our accomplishments. We have a very positive story to tell. MMC is a unique company with many enduring advantages. Among them are the quality of our colleagues, our deep client relationships, vast global footprint, depth of intellectual capital, and a cohesive, collaborative culture. We deliver exceptional value to clients, colleagues, and shareholders. Each day, we build upon our leadership and innovation in risk, strategy, and human capital by offering advice and services that help our clients grow their businesses and address and resolve critical issues. It's a powerful story, and it's reflected in our strong financial and operating performance in 2013. Revenue was a record $12.3 billion, up 3% on an underlying basis. Adjusted operating income grew 14% to $2.1 billion.

Both our risk and insurance services and consulting segments achieved their fourth consecutive year of double-digit growth in adjusted operating income and margin expansion. Marsh achieved another year of strong performance, generating underlying revenue growth across all major geographies and record new business of more than $1 billion. Guy Carpenter produced record revenue. Mercer's solid underlying revenue growth fueled the consulting segment's record profitability. Oliver Wyman's underlying revenue growth steadily improved throughout the year. I am proud of our record of generating consistently higher earnings per share. Adjusted EPS rose 15.3% in 2013, following 15.6% growth in 2012 and 13.4% growth in 2011. We also provided superior value for our shareholders in 2013. Our total shareholder return, including reinvestment of dividends, was 44%, well above the S&P 500 index. One of the hallmarks of our firm has been our payment of dividends to shareholders.

In 2013, we increased our quarterly dividend by 9%, and as Ian just announced, we have raised the quarterly dividend by 12%, from $0.25 to $0.28 per share. We are committed to meaningful share repurchase and reducing our share count year after year. Since 2010, we have bought back 38 million shares of our common stock for over $1.3 billion. We repurchased $550 million of shares in 2013. As Ian has also just announced, our board today authorized an increase in the company's share repurchase program, allowing our management to buy back up to $2 billion of our common stock. Our strong results continued in the first quarter of 2014. We just reported a terrific start to the year. We generated revenue of $3.3 billion, up 4% on an underlying basis, as well as substantial margin improvement and double-digit growth in earnings.

Our first quarter performance is very much in line with the growth strategy we laid out at our Investor Day on March 11th. You can find the video webcast of the entire Investor Day program on our website, mmc.com. If you haven't had a chance to tune in, I encourage you to do so. I'd like to reinforce a few things and a few of the major themes we presented. Our businesses are growth businesses. Companies of all sizes need advice and innovative solutions as they pursue their own journeys to growth. No company is better positioned than MMC to provide these services across the spectrum of risk, strategy, and human capital. We have a strong team of colleagues in more than 130 countries, whose capabilities and attributes are virtually impossible to replicate.

As a firm, we have a core set of values and beliefs that guide everything that we do. Our culture is founded on the principles of respect, integrity, teamwork, and excellence. In recent years, we have had a consistent, effective strategy focused on growing revenue and earnings in a low-capital environment in which we intelligently manage risk. Going forward, we are committed to targeting long-term EPS growth of 13%, reducing year-end share count year after year, and delivering double-digit dividend increases. With this level of growth, combined with lower calls on our cash for pensions and restructurings, we are generating substantially higher levels of cash flow for dividends, share repurchase, and acquisitions. In 2013, we allocated $1.2 billion to these three areas. In 2014, we expect that amount to grow 75% to $2.1 billion.

MMC's story revolves around growth and creating value for our shareholders, for our clients, and for our 55,000 colleagues around the world who are the foundation of our continued success. We look ahead with great confidence. We are strong strategically, operationally, and financially, and we are getting stronger. Thank you. I'd be happy to answer any questions.

Lucy Fato
Vice President, Deputy General Counsel, and Corporate Secretary, Marsh & McLennan Companies

If anyone has a question, we have microphones set up on the aisles. We ask that you use those so that it can get picked up by the webcast. Any questions? I think I see a hand in the back. If you could please step forward to the microphone.

Speaker 4

Don't look at me. Mr. Glaser, again, you give a nice, smooth presentation. You did that last year. Again, last year, no one had any questions for you. I asked you a question last year, complimented you on your career, and recommended that the company and the board of directors keep you, if you could recall, forever. I don't mean as a mummy or anything, but you know, forever. Since no one had any questions other than me complimenting you, I want to ask you to think of a question someone should have for you that they don't have for you, and I know that you're the type of person who would bring up that. I'll go back to my seat now because I think this will be short.

Lucy Fato
Vice President, Deputy General Counsel, and Corporate Secretary, Marsh & McLennan Companies

Yeah.

Daniel S. Glaser
President and CEO, Marsh & McLennan Companies

Okay. I'm absolutely stumped. I certainly appreciate your continued support.

Lucy Fato
Vice President, Deputy General Counsel, and Corporate Secretary, Marsh & McLennan Companies

Do we have any other questions? Okay. Please.

Speaker 4

Hi, good morning, everybody. I did a lot of research, I'm under the impression that Marsh can possibly double their revenue if they started a special marketing division, I'll be quick, which would be a diversification in three areas, a special unit. Number one, help guiding new shopping malls that are going up in the country to steer people that this would be more profitable. Two, getting people back to the movie theaters. Number three, helping urban city developments such as White Plains, it was many years ago, Poughkeepsie, New York, and cities all over the country improve their mayoral management, especially New York, how you could generate money, save money, and improve the quality of life at the same time. I did a whole study, I had sent in a couple of reports as a former employee and shareholder right now on record. Thank you.

Daniel S. Glaser
President and CEO, Marsh & McLennan Companies

Okay. Well, thank you for your question. Marsh is a tremendously diversified operation that focuses on many issues involving risk insurance, risk management, loss control, our risk management software, et cetera. Even though Marsh looks like a large, monolithic operating company, the reality is there's multiple businesses within Marsh as an organization. Marsh has been growing nicely, certainly the aspiration of doubling Marsh's revenue, which is around $5.5 billion, is shared by the management team and certainly the management team of Marsh as well. We're looking at all kinds of ways to grow the business. I would point out, when I joined Marsh in 1982, the revenue of the company at that time of Marsh was less than $600 million, it's now $5.5 billion.

I think we have tremendous opportunities to grow in the future with all kinds of diversification techniques, not only here in the U.S. but around the world.

Lucy Fato
Vice President, Deputy General Counsel, and Corporate Secretary, Marsh & McLennan Companies

Any other questions? Okay, I don't see any further questions. On behalf of Dan, Lord Lang, and our board of directors, thank you very much for coming today and have a good day.