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 25, 2022

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 5.07. Submission of Matters to a Vote of Security Holders.

The Travelers Companies, Inc. (the “Company”) held its annual meeting of shareholders on May 25, 2022. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement, dated April 8, 2022. Below are the final voting results.

Item 1 — Election of Directors

Name	Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Alan L. Beller		185,765,820		9,019,515		413,586		19,306,309
Janet M. Dolan		184,097,548		10,538,921		562,452		19,306,309
Patricia L. Higgins		185,903,634		8,906,436		388,851		19,306,309
William J. Kane		191,861,985		2,935,147		401,789		19,306,309
Thomas B. Leonardi		189,795,107		4,810,036		593,778		19,306,309
Clarence Otis Jr.		184,158,583		10,432,486		607,852		19,306,309
Elizabeth E. Robinson		188,409,758		6,223,518		565,645		19,306,309
Philip T. Ruegger III		187,294,381		6,978,981		925,559		19,306,309
Rafael Santana		193,598,932		1,198,095		401,894		19,306,309
Todd C. Schermerhorn		193,441,875		1,343,824		413,222		19,306,309
Alan D. Schnitzer		185,066,652		9,258,551		873,718		19,306,309
Laurie J. Thomsen		185,789,871		9,024,815		384,235		19,306,309
Bridget van Kralingen		194,089,368		712,167		397,386		19,306,309

Item 2 — Ratification of Independent Registered Public Accounting Firm

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	206,108,546				8,037,081				359,603				0

Item 3 — Non-Binding Vote to Approve Executive Compensation

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	139,495,841				54,462,471				1,240,609				19,306,309

Item 4 — Shareholder Proposal Relating to Additional Disclosure of Lobbying

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	102,171,733				91,547,154				1,480,034				19,306,309

Item 5 — Shareholder Proposal Relating to the Issuance of a Report on GHG Emissions

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	107,822,041				85,382,143				1,994,737				19,306,309

Item 6 — Shareholder Proposal Relating to Policies regarding Fossil Fuel Supplies

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	25,512,481				167,325,148				2,361,292				19,306,309

Item 7 — Shareholder Proposal Relating to Conducting a Racial Equity Audit

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	90,964,616				101,866,066				2,368,239				19,306,309

Item 8 — Shareholder Proposal Relating to the Issuance of a Report on Insuring Law Enforcement

Votes For				Votes Against				Votes Abstained				Broker Non-Votes
	18,778,574				170,996,803				5,423,544				19,306,309

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 27, 2022	THE TRAVELERS COMPANIES, INC.

	By:	/s/ Christine K. Kalla
		Name: Christine K. Kalla
		Title: Executive Vice President and General Counsel