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 1, 2017

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
(Address of principal executive offices) 10017
(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))

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  o

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.  o

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

(d)           On August 1, 2017, the Board of Directors of The Travelers Companies, Inc. (the “Company”) increased the number of directors on the Board of Directors from 12 to 13 and elected Clarence Otis, Jr. as a director. Mr. Otis has also been appointed as a member of the Compensation, Investment and Capital Markets and Nominating and Governance Committees of the Board of Directors. Mr. Otis is the former CEO and Chairman of Darden Restaurants, Inc.

In connection with his service as a non-employee director, Mr. Otis will receive compensation in accordance with the Company’s Current Director Compensation Program described in Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2016, filed on July 21, 2016.

Item 8.01 Other Events.

On August 2, 2017, the Company announced that, effective immediately, the independent members of the Board of Directors elected Alan D. Schnitzer, Chief Executive Officer and a director of the Company, to serve as Chairman of the Board and John H. Dasburg to serve as the Company’s independent Lead Director.

A copy of the Company’s press release announcing these changes is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit No.	Description
99.1	Press Release, dated August 2, 2017, of The Travelers Companies, Inc.

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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.

Date:    August 2, 2017	THE TRAVELERS COMPANIES, INC.
	By:	/s/ Kenneth F. Spence III
		Name: Kenneth F. Spence III
		Title: Executive Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated August 2, 2017, of The Travelers Companies, Inc.

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EX-99.1

Exhibit 99.1

NEWS RELEASE

Travelers CEO Alan D. Schnitzer Elected Chairman of Board of Directors

John H. Dasburg to serve as independent Lead Director; Clarence Otis, Jr. joins Board

NEW YORK, Aug. 2, 2017 — The Board of Directors of The Travelers Companies, Inc. (NYSE: TRV) announced that it has unanimously elected Alan D. Schnitzer, the company’s Chief Executive Officer, as its next Chairman, effective immediately. He succeeds John H. Dasburg, who will assume the position of independent Lead Director, a role he held prior to becoming Chairman.

Dasburg said, “During this time of unprecedented change for the insurance industry, the Board believes that the company and its shareholders are best served by combining the roles of Chairman and CEO. Since Alan became CEO, the company has strengthened its competitive advantages and meaningfully advanced its strategic digital and innovation agendas while continuing to deliver industry-leading financial results. Alan’s vision will guide the company in remaining an industry leader and seizing the opportunities that change presents.”

Schnitzer said, “I am honored and grateful for the Board’s support and confidence to succeed John as Chairman. John played an important role following the loss of our former Executive Chairman Jay Fishman. I am thankful for John’s leadership and pleased that the Board will continue to benefit from his insight and guidance.”

Schnitzer added, “With the support of the Board, I look forward to continuing to work with the senior leadership team as we build upon our strong track record of delivering meaningful shareholder value.”

The Board also announced that it has elected Clarence Otis, Jr. to the Board of Directors, effective immediately, increasing the number of directors from 12 to 13. Otis has been appointed as a member of the Compensation, Investment and Capital Markets and Nominating and Governance Committees. Otis is the former Chairman and CEO of Darden Restaurants, Inc.

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 $28 billion in 2016. 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 headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the

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company’s most recent Form 10-K filed with the Securities and Exchange Commission (SEC) on February 16, 2017, as updated by its periodic filings with the SEC. 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.

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Investors:
Gabriella Nawi, 917.778.6844

gnawi@travelers.com

Media:
Patrick Linehan, 917.778.6267

plinehan@travelers.com

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