Marsh (MRSH) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, to be held virtually, with voting on directors, executive compensation, and auditor ratification.

• Brand updated to Marsh effective January 14, 2026, reflecting a unified strategy and integrated business lines.

• 2025 financials: $27B revenue (+10% GAAP), 9% adjusted EPS growth, 7% GAAP operating income growth, and 11% adjusted operating income growth.

• Largest share repurchase in company history ($2B) and 16th consecutive year of dividend growth.

• Launched Thrive, a three-year program targeting $400M in annualized savings through operational excellence and innovation.

Voting matters and shareholder proposals

• Election of 13 directors for one-year terms.

• Advisory (nonbinding) vote to approve named executive officer compensation.

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 13 members, with only the CEO as a management director; all others are independent.

• Independent Chair since 2005; annual election of directors with majority voting standard.

• Proxy access and right for holders of 20% of voting power to call special meetings.

• No poison pill in place; robust director recruitment, orientation, and succession planning.

• Board diversity: 31% women, 2 African American/Black directors, 1 LGBTQ+ director.

• Annual board and committee self-evaluations and regular executive sessions.