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): May 31, 2024

THE HARTFORD FINANCIAL SERVICES GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13958	13-3317783
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

The Hartford Financial Services Group, Inc.

One Hartford Plaza, Hartford, Connecticut 06155

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (860) 547-5000

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:

☐ 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, par value $0.01 per share	HIG	The New York Stock Exchange
6.10% Notes due October 1, 2041	HIG 41	The New York Stock Exchange
Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 6.000% Non-Cumulative Preferred Stock, Series G, par value $0.01 per share	HIG PR G	The 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.

(b) On May 31, 2024, Edmund Reese, a member of the board of directors (the "Board") of The Hartford Financial Services Group, Inc. (the "Company"), notified the Company of his resignation from the Company's Board, effective immediately. Mr. Reese’s resignation does not arise from any disagreement on any matter relating to the Company’s strategy, operations, policies or practices.

(d) On May 31, 2024, the Company's Board elected Kathleen Winters as director of the Board effective on July 1, 2024. Ms. Winters was appointed to serve on the Board’s Audit Committee and its Finance, Investment and Risk Management Committee effective July 1, 2024.

The Board has determined that Ms. Winters does not have a direct or indirect interest in any transaction with the Company that would qualify as a related party transaction under Item 404(a) of Regulation S-K, and that she meets the applicable independence requirements of the New York Stock Exchange and the Company's Corporate Governance Guidelines.

As compensation for the remainder of the 2024-2025 Board service year, Ms. Winters will receive a $190,000 equity grant of restricted stock units and the Company’s annual $115,000 cash retainer for non-management directors. The restricted stock units will be granted on the second trading day following the filing of the Company’s Form 10-Q for the quarter ended June 30, 2024, based on the Company’s closing stock price on the grant date.

In addition, Ms. Winters will participate in other non-management director compensation arrangements described in the Company’s 2024 proxy statement, including receiving $100,000 of group life insurance coverage and $750,000 of accidental death and dismemberment and permanent total disability coverage, as well as reimbursement for all travel expenses incurred in connection with her Board service.

Item 7.01     Regulation FD Disclosure.

On June 4, 2024, the Company issued a press release regarding the events described in Item 5.02 above.

The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits

Exhibit No.
99.1	Press Release of The Hartford Financial Services Group, Inc. dated June 4, 2024.
101	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

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.

	The Hartford Financial Services Group, Inc.
June 4, 2024	By:	/s/ Terence Shields
		Name: Terence Shields
		Title: Senior Vice President & Corporate Secretary

EX-99.1

NEWS RELEASE

The Hartford Appoints Kathleen Winters To Its Board Of Directors

HARTFORD, Conn., June 4, 2024 – The Hartford today announced the appointment of Kathleen Winters to the company’s board of directors, effective July 1, 2024. She will serve on the board’s Finance, Investment and Risk Management Committee as well as the Audit Committee. The company also announced that Edmund Reese, who was recently named chief financial officer of Aon, resigned from The Hartford’s board of directors, effective May 31, 2024.

“Having served as CFO for two large, public companies, Kathleen brings a combination of C-suite experience, deep financial expertise, and a focus on business growth and profitability,” said The Hartford’s Chairman and CEO Christopher Swift. “She is a well-regarded leader who has successfully overseen global finance organizations and consistently achieved outstanding performance. We look forward to having Kathleen join the board as we continue to innovate, profitably grow, and deliver long-term value to our shareholders.”

Swift continued, “I want to thank Edmund for his service and contributions to the board and wish him well in his new endeavor.”

Winters is the former chief financial officer for Automatic Data Processing, Inc. (ADP), where she drove transformation with a focus on financial and operational performance. Prior to ADP, Winters served as chief financial officer for MSCI, Inc. Previously, she held a series of roles of increasing responsibility at Honeywell International, Inc., culminating in her role as chief financial officer for Performance Materials and Technologies. Winters began her career at PricewaterhouseCoopers, LLP, where she served as a senior manager in the Technology Information Communications and Entertainment Practice. Winters is also an experienced independent director, currently serving on the boards of Global Business Travel Group, Inc. and Definitive Healthcare Corp.

Winters earned a bachelor’s degree in accounting from Boston College.

About The Hartford

The Hartford is a leader in property and casualty insurance, group benefits and mutual funds. With more than 200 years of expertise, The Hartford is widely recognized for its service

excellence, sustainability practices, trust and integrity. More information on the company and its financial performance is available at https://www.thehartford.com.  

The Hartford Financial Services Group, Inc., (NYSE: HIG) operates through its subsidiaries under the brand name, The Hartford, and is headquartered in Hartford, Connecticut. For additional details, please read The Hartford’s legal notice. 

HIG-C 

Some of the statements in this release may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We caution investors that these forward-looking statements are not guarantees of future performance, and actual results may differ materially.  Investors should consider the important risks and uncertainties that may cause actual results to differ. These important risks and uncertainties include those discussed in our 2023 Annual Report on Form 10-K, subsequent Quarterly Reports on Forms 10-Q, and the other filings we make with the Securities and Exchange Commission. We assume no obligation to update this release, which speaks as of the date issued. 

From time to time, The Hartford may use its website and/or social media channels to disseminate material company information. Financial and other important information regarding The Hartford is routinely accessible through and posted on our website at https://ir.thehartford.com. In addition, you may automatically receive email alerts and other information about The Hartford when you enroll your email address by visiting the “Email Alerts” section at https://ir.thehartford.com. 

Media Contact:	Investor Contact:
Matthew Sturdevant	Susan Spivak Bernstein
860-547-8664	860-547-6233
matthew.sturdevant@thehartford.com	susan.spivak@thehartford.com

XML

Cover Document and Entity Information	May 31, 2024
Document Type	8-K
Document Period End Date	May 31, 2024
Entity Registrant Name	THE HARTFORD FINANCIAL SERVICES GROUP, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-13958
Entity Tax Identification Number	13-3317783
Entity Address, Address Line One	One Hartford Plaza
Entity Address, City or Town	Hartford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06155
City Area Code	(860)
Local Phone Number	547-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000874766
Amendment Flag	false
Common Stock, par value $0.01 per share [Member]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	HIG
Security Exchange Name	NYSE
6.10% Notes due October 1, 2041 [Member]
Title of 12(b) Security	6.10% Notes due October 1, 2041
Trading Symbol	HIG 41
Security Exchange Name	NYSE
Depositary Shares, Each Representing a 1/1,00th Interest in a Share of 6.000% Non-Cumulative Preferred Stock, Series G, par value $0.01 per share [Member]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 6.000% Non-Cumulative Preferred Stock, Series G, par value $0.01 per share
Trading Symbol	HIG PR G
Security Exchange Name	NYSE