UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
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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 |
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Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | |
10.1 | The Travelers Companies, Inc. 2023 Stock Incentive Plan was filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (Registration No. 333-272161) dated May 24, 2023, and is incorporated herein by reference. | |
101.1 | Pursuant to Rule 406 of Regulation S-T, the cover page to this Current Report on Form 8-K is formatted in Inline XBRL. | |
104.1 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101.1.) |
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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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