Current Report Filing (8-k)
May 26 2023 - 05:58AM
Edgar (US Regulatory)
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2023-05-24
2023-05-24
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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):
May 24, 2023
The Travelers Companies, Inc.
(Exact name of registrant as specified
in its charter)
Minnesota
(State or other jurisdiction of
incorporation) |
|
001-10898
(Commission File Number) |
|
41-0518860
(IRS Employer
Identification No.) |
485 Lexington Avenue
New York, New York 10017
(Address of principal executive offices) (Zip code)
(917) 778-6000
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
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 (see
General Instruction A.2. below):
¨ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common stock, without par value |
|
TRV |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
e) On May 24, 2023, the shareholders
of The Travelers Companies, Inc. (the “Company”) approved the Company’s 2023 Stock Incentive Plan (the “2023
Stock Incentive Plan”).
The 2023 Stock Incentive Plan authorizes
the Compensation Committee of the Board of Directors of the Company to grant to employees, non-employee directors, consultants and other
service providers of the Company and its affiliates incentive-based compensation in the form of Company common stock.
The
material terms of the 2023 Stock Incentive Plan are described in the Company’s definitive Proxy Statement, dated April 7,
2023, under the heading “Item 5 — The Travelers Companies, Inc. 2023 Stock Incentive Plan”, which description is incorporated herein by
reference. The descriptions of the 2023 Stock Incentive Plan contained herein and in the Company’s definitive Proxy Statement do
not purport to be complete and are qualified in their entirety by reference to the 2023 Stock Incentive Plan, a copy of which is filed
as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on May 24,
2023. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement,
dated April 7, 2023. Below are the final voting results.
Item 1 — Election of Directors
Name | |
Votes
For | | |
Votes
Against | | |
Votes
Abstained | | |
Broker
Non-Votes | |
Alan L. Beller | |
| 177,604,743 | | |
| 8,607,302 | | |
| 363,358 | | |
| 18,924,822 | |
Janet M. Dolan | |
| 175,658,560 | | |
| 10,576,162 | | |
| 340,681 | | |
| 18,924,822 | |
Russell G. Golden | |
| 184,779,908 | | |
| 1,436,091 | | |
| 359,404 | | |
| 18,924,822 | |
Patricia L. Higgins | |
| 177,878,682 | | |
| 8,354,959 | | |
| 341,762 | | |
| 18,924,822 | |
William J. Kane | |
| 180,350,302 | | |
| 5,858,984 | | |
| 366,117 | | |
| 18,924,822 | |
Thomas B. Leonardi | |
| 178,894,454 | | |
| 7,318,960 | | |
| 361,989 | | |
| 18,924,822 | |
Clarence Otis Jr. | |
| 174,038,260 | | |
| 12,186,682 | | |
| 350,461 | | |
| 18,924,822 | |
Elizabeth E. Robinson | |
| 178,868,645 | | |
| 7,363,618 | | |
| 343,140 | | |
| 18,924,822 | |
Philip T. Ruegger III | |
| 177,479,733 | | |
| 8,729,661 | | |
| 366,009 | | |
| 18,924,822 | |
Rafael Santana | |
| 179,747,423 | | |
| 6,467,827 | | |
| 360,153 | | |
| 18,924,822 | |
Todd C. Schermerhorn | |
| 184,983,199 | | |
| 1,234,194 | | |
| 358,010 | | |
| 18,924,822 | |
Alan D. Schnitzer | |
| 176,836,080 | | |
| 8,835,020 | | |
| 904,303 | | |
| 18,924,822 | |
Laurie J. Thomsen | |
| 177,992,563 | | |
| 8,232,555 | | |
| 350,285 | | |
| 18,924,822 | |
Bridget van Kralingen | |
| 184,949,733 | | |
| 1,266,821 | | |
| 358,849 | | |
| 18,924,822 | |
Item 2 — Ratification of Independent Registered Public
Accounting Firm
Votes
For | | |
Votes
Against | | |
Votes
Abstained | | |
Broker
Non-Votes | |
| 197,181,751 | | |
| 7,950,049 | | |
| 368,425 | | |
| 0 | |
Item 3 — Non-Binding Vote on the Frequency of Future Votes
to Approve Executive Compensation
1 Year | | |
2 Years | | |
3 Years | | |
Votes Abstained | | |
Broker
Non-Votes | |
| 181,450,994 | | |
| 287,783 | | |
| 4,359,206 | | |
| 477,420 | | |
| 18,924,822 | |
Based on the results of the vote, and consistent
with the Board of Directors’ recommendation, the Board of Directors of the Company has determined that future non-binding votes
of shareholders to approve the compensation of the named executive officers will be submitted annually to the Company’s shareholders
until the next non-binding shareholder vote on the frequency of shareholder votes to approve executive compensation, or until the Board of Directors
otherwise determines a different frequency for such non-binding votes.
Item 4 — Non-Binding Vote to Approve Executive Compensation
Votes
For | | |
Votes
Against | | |
Votes
Abstained | | |
Broker
Non-Votes | |
| 159,725,449 | | |
| 26,087,701 | | |
| 762,253 | | |
| 18,924,822 | |
Item 5 — Approval of The Travelers Companies, Inc.
2023 Stock Incentive Plan
Votes
For | | |
Votes
Against | | |
Votes
Abstained | | |
Broker
Non-Votes | |
| 176,156,909 | | |
| 9,866,272 | | |
| 552,222 | | |
| 18,924,822 | |
Item 6 — Shareholder Proposal Relating to the Issuance
of a Report on GHG Emissions
Votes
For | | |
Votes
Against | | |
Votes
Abstained | | |
Broker
Non-Votes | |
| 27,071,101 | | |
| 157,646,874 | | |
| 1,857,428 | | |
| 18,924,822 | |
Item 7 — Shareholder Proposal Relating to Policies regarding
Fossil Fuel Supplies
Votes
For | | |
Votes
Against | | |
Votes
Abstained | | |
Broker
Non-Votes | |
| 16,215,317 | | |
| 167,989,223 | | |
| 2,370,863 | | |
| 18,924,822 | |
Item
8 — Shareholder Proposal Relating to Conducting a Racial Equity Audit
Votes
For | | |
Votes
Against | | |
Votes
Abstained | | |
Broker
Non-Votes | |
| 65,194,392 | | |
| 119,414,350 | | |
| 1,966,661 | | |
| 18,924,822 | |
Item 9 — Shareholder Proposal Relating to the Issuance
of a Report on Insuring Law Enforcement
Votes
For | | |
Votes
Against | | |
Votes
Abstained | | |
Broker
Non-Votes | |
| 19,117,273 | | |
| 160,958,106 | | |
| 6,500,024 | | |
| 18,924,822 | |
Item 9.01. Financial Statements and
Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
The Travelers Companies, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
May 26, 2023 |
THE TRAVELERS
COMPANIES, INC. |
|
|
|
|
By: |
/s/
Christine K. Kalla |
|
|
Name: Christine K. Kalla |
|
|
Title: Executive Vice President and General Counsel |
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