8-K 1 form8k.htm 2012 SHAREHOLDERS VOTE form8k.htm

 

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 15, 2012
 
______________
 
 
THE HANOVER INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
 

Delaware
  
1-13754
  
04-3263626
(State or other jurisdiction
  
(Commission File Number)
  
(I.R.S.Employer
of incorporation)
      
Identification No.)
 
440 Lincoln Street, Worcester, Massachusetts 01653
 
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (508) 855-1000
 
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 (17CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))
 

 
 
 
Item 5.07- Submission of Matters to a Vote of Security Holders.
 
 
The Hanover Insurance Group, Inc. (“THG”) held its annual meeting of shareholders on May 15, 2012.  At that meeting, THG’s shareholders elected each of THG’s nominees for director to hold office until the 2015 annual meeting of shareholders and until their successors are duly elected and qualified.  THG’s shareholders also (i) approved the Company’s 2006 Long-Term Incentive Plan to comply with §162(m) of the Internal Revenue Code, (ii) approved an advisory vote on executive compensation, and (iii) ratified the appointment of PricewaterhouseCoopers LLP as THG’s independent registered public accounting firm for 2012.  The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:
 
Item 1 – Election of Directors
 
Name
  
Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
  
                   
Frederick H. Eppinger
  
33,443,437
  
1,124,619
  
19,967
  
2,759,745
  
Joseph R. Ramrath
  
33,936,898
  
632,265
  
18,860
  
2,759,745
  
Harriett “Tee” Taggart
  
33,955,985
  
614,954
  
17,084
  
2,759,745
  
 

Item2 – Approval of the 2006 Long-Term Incentive Plan to comply with §162(m) of the Internal Revenue Code

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
  
               
32,062,380
  
2,495,305
  
30,338
  
2,759,745
  


Item 3 – Advisory Vote on Executive Compensation

Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
  
               
33,490,006
  
1,047,005
  
51,012
  
2,759,745
  


Item 4 – Ratification of Independent Registered Public Accounting Firm
 
Votes For
  
Votes Against
  
Votes Abstained
  
           
36,672,029
  
652,822
  
22,917
  
 
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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.
 
The Hanover Insurance Group, Inc.
(Registrant)

Date: May 15, 2012
By:
/s/ J. Kendall Huber
 
J. Kendall Huber
 
Executive Vice President,
 
General Counsel
   

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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