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):  August 4, 2015

The Travelers Companies, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	001-10898	41-0518860
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On August 4, 2015, The Travelers Companies, Inc. (“Travelers” or the “Company”) announced that, effective December 1, 2015, Alan D. Schnitzer will succeed Jay S. Fishman as Chief Executive Officer (“CEO”).  Mr. Fishman will remain Executive Chairman following Mr. Schnitzer’s assumption of the CEO role.

Also on August 4, 2015, the Board of Directors of Travelers (the “Board”) approved an increase in the number of directors on the Board from 12 to 13 and the appointment of Alan D. Schnitzer as a director and a member of the Executive Committee, in each case, effective December 1, 2015.

A copy of Travelers’ press release announcing these changes and a letter from Mr. Fishman to Travelers’ employees are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

In connection with the chief executive officer transition described above, on August 4, 2015, Travelers entered into the following compensatory arrangements:

·              Travelers entered into a letter agreement (the “Amendment”) with Jay S. Fishman which amends Mr. Fishman’s employment letter agreement with the Company dated as of December 19, 2008, as previously amended on March 24, 2014 (the “Employment Agreement”).  Pursuant to the terms of the Amendment, upon termination of Mr. Fishman’s employment with Travelers as Executive Chairman, he will be entitled to receive his bonus for any prior year (if previously unpaid) and a bonus payment for the year of termination, prorated through his date of termination and, in each case, based on actual Company performance.  Additionally, Mr. Fishman has agreed to continue to consult with the Chief Executive Officer and the Board for three years following his termination of employment (the “Consulting Period”).  During the Consulting Period, Mr. Fishman will not be paid a consulting fee; however, he will continue to be provided transportation as currently provided under the Employment Agreement as well as access to a personal assistant, in each case subject to reimbursement by Mr. Fishman for any incremental cost for personal usage.  In addition, Mr. Fishman is entitled to receive technical support services provided to senior executives of the Company.

Pursuant to the Amendment, Mr. Fishman has waived his right to resign for “good reason” in connection with his transition from CEO to Executive Chairman of the Board.  In addition, the Company will continue to have all existing termination rights in accordance with Mr. Fishman’s current agreement (i.e., termination with or without cause in accordance with the current agreement); provided that if the Board decides to terminate Mr. Fishman’s services at any time after December 1, 2015, Mr. Fishman will be entitled to at least 30-day’s notice but will waive entitlement to severance pay (other than in the case of a termination without cause in connection with or following a change in control).

·              Travelers entered into a letter agreement (the “Letter Agreement”) with Alan D. Schnitzer pursuant to which Mr. Schnitzer’s base salary will be $1 million effective immediately.  In the event of an involuntary termination of Mr. Schnitzer’s employment or voluntary termination by Mr. Schnitzer for “good reason,” Mr. Schnitzer will be entitled to (i) an amount equal to 2.0 times the sum of (a) his annual base salary and (b) his average annual bonus (defined as the greater of 2-year average or 250% of base salary), and (ii) continued medical benefits for 24 months.  In addition to the above benefits, in the event of an involuntary termination or a voluntary termination for “good reason,” in each case within 24 months after a change of control of the Company, Mr. Schnitzer will also be entitled to full vesting of his outstanding equity awards (subject to certain adjustments in the case of performance-based equity awards).  In addition, in the event of a change of control of the Company, the Company has exercised its “non-competition option” under the Non-Competition Agreement by and between the Company and Mr. Schnitzer, which will subject Mr. Schnitzer to a six-month covenant not to compete with the Company and require the Company to make a corresponding payment to Mr. Schnitzer in accordance with the terms of such agreement.  Pursuant to the Letter Agreement, Mr. Schnitzer will be provided with security and transportation consistent with what is currently provided to Mr. Fishman.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
99.1	Press Release dated August 4, 2015.
99.2	Letter dated August 4, 2015 from Jay S. Fishman to Employees of the Company.

2

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.

Date:       August 4, 2015	THE TRAVELERS COMPANIES, INC.
	By:	/s/ Kenneth F. Spence III
		Name: Kenneth F. Spence III
		Title: Executive Vice President and General Counsel

3

EX-99.1

Exhibit 99.1

NEWS RELEASE

Travelers Announces Alan D. Schnitzer Will Succeed Jay S. Fishman as CEO, Effective December 1, 2015

Fishman to Become Executive Chairman

NEW YORK, August 4, 2015 — The Travelers Companies, Inc. (NYSE: TRV) today announced that Alan D. Schnitzer will succeed Jay S. Fishman as Chief Executive Officer, effective December 1, 2015, and has been appointed to the company’s Board of Directors, effective the same date. Fishman will become Executive Chairman following Schnitzer’s assumption of the CEO role.

Schnitzer, 49, is Chief Executive Officer of Travelers’ Business and International Insurance, the company’s largest business segment. Previously, he headed the company’s Financial, Professional and International Insurance segment. In addition to his business line responsibilities, Schnitzer oversees Travelers’ Field Management, Corporate Communications and Public Policy organizations.

John H. Dasburg, Lead Director, said, “We are very fortunate to have a proven leader in Alan, with demonstrated readiness to lead the company. He has made exceptional contributions to Travelers’ success, and the Board has complete confidence in his ability to lead the company forward.”

Dasburg continued, “We are also very pleased that Jay has committed to stay with us as part of the senior leadership team in the new role of Executive Chairman. It is a pleasure and a privilege to continue to work with him as a member of management and our Board.”

Fishman said, “Alan is the ideal executive to lead Travelers into its next chapter. He has earned the respect of the Board, our people and the agent and broker communities for his judgment, deep understanding of our business and strong leadership. He has led several of our market-leading businesses and repositioned our International business, including spearheading important acquisitions in Canada and Brazil.”

Fishman continued, “Alan is well prepared to build on our strong record, and the Board and I agree that it is the right time to appoint a new leader. While the physical symptoms of my neuromuscular condition continue to progress, I am committed to actively engage as our Executive Chairman and am pleased to continue supporting Alan and the rest of our outstanding senior team.”

Schnitzer said, “It is an honor and a privilege to have the opportunity to lead this outstanding organization with my partners — Brian MacLean, Jay Benet, Bill Heyman and Doreen Spadorcia. We are also very pleased to continue to work closely with Jay Fishman, who is an invaluable resource and colleague. We have executed a successful strategy for creating shareholder value, and I look forward to our building on that success.”

1

Brian MacLean, who will remain President and Chief Operating Officer and report to Schnitzer, will also assume direct responsibility for the Business and International Insurance segment in addition to all of his current responsibilities.

Schnitzer joined Travelers in April 2007. He serves on the U.S. Securities and Exchange Commission’s Investor Advisory Committee created under the Dodd-Frank Act and the Advisory Board for the University of Pennsylvania’s Institute for Urban Research. Schnitzer is a member of the Council on Foreign Relations and serves on the Board of Directors of the Connecticut Council for Education Reform. He is also a member of the Metropolitan Museum of Art’s Business Committee. Schnitzer received his undergraduate degree from The Wharton School of the University of Pennsylvania in finance and accounting and his J.D. from Columbia Law School.

Conference Call

Travelers management will discuss the contents of this release at 5:30 p.m. Eastern (4:30 p.m. Central) on Tuesday, August 4, 2015. Investors can access the call via webcast at http://investor.travelers.com or by dialing 1-888-317-6003 within the U.S. and 1-412-317-6061 outside the U.S. (use passcode 2492839 for both the U.S. and international calls). Following the live event, an audio playback of the webcast will be available at the same website. An audio playback can also be accessed by phone at 1-877-344-7529 within the U.S. and 1-412-317-0088 outside the U.S. (use reservation 10070516 for both the U.S. and international calls).

About Travelers

The Travelers Companies, Inc. (NYSE: TRV) is a leading provider of property casualty insurance for auto, home and business. A component of the Dow Jones Industrial Average, Travelers has approximately 30,000 employees and generated revenues of approximately $27 billion in 2014. For more information, visit www.travelers.com.

###

Forward-Looking Statement

All statements in this press release, other than statements of historical facts, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results of matters addressed in these forward-looking statements involve risks and uncertainties and may differ substantially from those expressed or implied. Some of the factors that could cause actual results to differ are discussed under the heading “Risk Factors” in the company’s most recent Form 10-K and Form 10-Q. The forward-looking statements in this release speak only as of the date of this release, and we undertake no obligation to update any forward-looking statements.

Media:
Patrick Linehan, 917-778-6267
plinehan@travelers.com

Investors:
Gabriella Nawi, 917-778-6844
gnawi@travelers.com

2

EX-99.2

Exhibit 99.2

NEWS RELEASE

Travelers Chairman and CEO Sends Message to Employees on

Leadership Transition

NEW YORK, August 4, 2015 — The Travelers Companies, Inc. (NYSE: TRV) Chairman and CEO Jay S. Fishman today sent the following message to Travelers employees:

To my partners and friends,

I am very pleased to announce that Alan Schnitzer will succeed me as Chief Executive Officer later this year, and will then join our Board of Directors. I will then assume the management role of Executive Chairman and remain on the Board. I look forward to working with Alan, the senior leadership team and all of you to build on our impressive record.

Those of you who have met Alan know that he is a leader of extraordinary talent, judgment, versatility and heart. He brings deep knowledge of our company and our business to his new role. We have benefited greatly from his many contributions in both business and corporate roles and from his insights and strategic thinking as a member of our senior leadership team. Alan is the ideal executive to lead Travelers into its next chapter.

At every company there comes a time for new leadership. Because of the progression of my neuromuscular condition, this time has come a little earlier than I had hoped. But given the strength of the company and with an exceptional leader in Alan more than prepared to become our CEO, there is good reason to make a change now.

Given the progression of the symptoms I have been experiencing since informing all of you of my illness, it appears likely that I am dealing with a variant of Amyotrophic Lateral Sclerosis, or ALS. While this is a progressive disease, anyone who has seen me can tell you that I am more than able to play an active role in Travelers’ future.

I first became CEO of our predecessor company in 1998. When I was appointed CEO of The St. Paul in October 2001, our industry was on the verge of transformation. Amidst substantial changes in our industry, we executed the successful merger of St. Paul and Travelers and set our course as a return-focused company. These actions contributed significantly to our ability to deliver in good times and bad, through financial crises, periods of low interest rates, volatile weather and intense competition. Our total shareholder return over the past decade places us in the top tier of financial services firms and helped earn us a place as the only property casualty company in the Dow 30.

It is important to me that I let each of you know that I get way too much personal credit for the success we have experienced together. This is a very big place, and the strong sense of partnership here is just remarkable. There aren’t enough words or Chairman’s Awards for me to convey to you that I know that everything we have accomplished we have done together. The

1

credit for our success is to be shared by everyone here. I am incredibly blessed to have been in the right place at the right time.

Thank you for what you do every day for our company. My family and I could not be more grateful for the outpouring of support and good wishes we’ve received from people both inside and outside the company over the past several months. This means more than you could ever imagine. I feel privileged and proud to work with such a great group of people and look forward to being part of Travelers’ bright future.

With much gratitude,

Jay

About Travelers

The Travelers Companies, Inc. (NYSE: TRV) is a leading provider of property casualty insurance for auto, home and business. A component of the Dow Jones Industrial Average, Travelers has approximately 30,000 employees and generated revenues of approximately $27 billion in 2014. For more information, visit www.travelers.com.

###

Media:
Patrick Linehan, 917-778-6267
plinehan@travelers.com

Investors:
Gabriella Nawi, 917-778-6844
gnawi@travelers.com

2