UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
THE
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
(Address of principal executive offices) |
(Zip Code) |
|
( Registrant’s telephone number, including area code: |
|
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 Symbols |
|
Name of each exchange on which registered |
|
|
|||
|
|
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 3.03 Material Modification to Rights of Security Holders.
The disclosure set forth under Item 5.03 below is incorporated into this Item 3.03 by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amended and Restated Certificate of Incorporation
The Hanover Insurance Group, Inc. (the “Company”) held its annual meeting of shareholders on May 14, 2024 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved certain amendments to the Company’s Certificate of Incorporation (collectively, the “Charter Amendments”), which had been previously approved by the Company’s Board of Directors (the “Board”). The Charter Amendments included the following:
On May 15, 2024, the Company filed with the Secretary of State of the State of Delaware the amended and restated Certificate of Incorporation (the “Amended and Restated Charter”), which reflects the Charter Amendments.
Descriptions of the Charter Amendments are set forth in the proxy statement for the Annual Meeting (the “Proxy Statement”) in Items III, IV and V, which descriptions are incorporated by reference herein. The foregoing description of each Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Charter, a copy of which is attached as Exhibit 3.1 and incorporated by reference herein.
Amended and Restated By-laws
At the Annual Meeting, the Company’s shareholders also approved an amendment to the Company’s Amended and Restated By-laws (as so amended, the “By-laws”) to modernize the director nomination process and make certain changes to the advance notice provisions for director nominations, which amendment became effective immediately upon shareholder approval. The Board previously approved this amendment subject to shareholder approval. A description of this amendment to the By-laws is set forth in the Proxy Statement in Item II, which description is incorporated by reference herein.
Following the Annual Meeting, on May 15, 2024, the Board approved additional amendments to the By-laws (collectively, the “Additional Amendments”) to address the shareholder-approved elimination of the classified board structure, as follows:
The Additional Amendments are effective immediately. The foregoing description of the Additional Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, a copy of which, incorporating the amendment approved by shareholders and marked to show the Additional Amendments approved by the Board after the Annual Meeting, is attached as Exhibit 3.2 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
In addition to approving each of the amendments to the Amended and Restated Charter and the By-laws proposed at the Annual Meeting, as described in Item 5.03 above, the Company’s shareholders also (i) elected each of J. Paul Condrin III, Cynthia L. Egan, and Kathleen S. Lane, each to serve as a director in the class of directors whose terms expire at the 2027 annual meeting of shareholders, and until their successors are duly elected and qualified, (ii) approved an advisory vote on executive compensation, and (iii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent, registered public accounting firm for 2024.
2
The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:
Item 1 – Election of Directors
Name |
|
Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
|
J. Paul Condrin III |
|
30,518,724 |
|
272,823 |
|
22,591 |
|
1,446,814 |
|
Cynthia L. Egan |
|
28,327,644 |
|
2,462,457 |
|
24,038 |
|
1,446,814 |
|
Kathleen S. Lane |
|
28,616,877 |
|
2,176,738 |
|
20,524 |
|
1,446,814 |
|
Item 2 – Amendment of the By-laws to modernize the director nomination process
Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
|
30,714,988 |
|
75,963 |
|
23,188 |
|
1,446,814 |
|
Item 3 – Amendment of the Certificate of Incorporation to declassify the Board
Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
|
30,744,220 |
|
52,045 |
|
17,873 |
|
1,446,814 |
|
Item 4 – Amendment of the Certificate of Incorporation to allow for officer exculpation
Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
|
27,766,404 |
|
3,018,647 |
|
29,087 |
|
1,466,814 |
|
Item 5 – Amendment of the Certificate of Incorporation to clarify, streamline and modernize the form
Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
|
30,767,069 |
|
24,354 |
|
22,716 |
|
1,446,814 |
|
Item 6 – Advisory Vote on Executive Compensation
Votes For |
|
Votes Against |
|
Votes Abstained |
|
Broker Non-Votes |
|
29,264,338 |
|
1,511,975 |
|
37,825 |
|
1,466,814 |
|
Item 7 – Ratification of Independent, Registered Public Accounting Firm
Votes For |
|
Votes Against |
|
Votes Abstained |
|
31,386,622 |
|
851,280 |
|
23,050 |
|
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 3.1 Amended and Restated Certificate of Incorporation of The Hanover Insurance Group, Inc.
Exhibit 3.2 Amended and Restated By-laws of The Hanover Insurance Group, Inc.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
3
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 thereunto duly authorized.
|
|
The Hanover Insurance Group, Inc. (Registrant) |
|
|
|
|
|
Date: May 16, 2024 |
|
By: |
/s/ Dennis F. Kerrigan |
|
|
|
Dennis F. Kerrigan |
|
|
|
Executive Vice President, Chief Legal Officer and Assistant Secretary |
4