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): April 17, 2020

THE HANOVER INSURANCE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13754	04-3263626
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	440 Lincoln Street Worcester, Massachusetts (Address of principal executive offices)	01653 (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 (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
Common Stock, $.01 par value	THG	New York Stock Exchange
7 5/8% Senior Debentures due 2025	THG	New York Stock Exchange
6.35% Subordinated Debentures due 2053	THGA	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 7.01 Regulation FD Disclosure

The following information is being furnished under Item 7.01 – Regulation FD Disclosure. Such information, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.

On April 17, 2020, The Hanover Insurance Group, Inc. issued a press release announcing a change in the location for its 2020 Annual Meeting of Shareholders, shifting to a virtual meeting format. The release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit No.	Document
Exhibit 99.1	Press Release, dated April 17, 2020, announcing a change in location for the 2020 Annual Meeting of Shareholders.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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Exhibit Index

Exhibit No.	Document
Exhibit 99.1	Press Release, dated April 17, 2020, announcing a change in location for the 2020 Annual Meeting of Shareholders.
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 thereunto duly authorized.

THE HANOVER INSURANCE GROUP, INC.
By:	/s/ Dennis F. Kerrigan
Name:	Dennis F. Kerrigan
Title:	Executive Vice President, General Counsel and Asst. Secretary

Date: April 17, 2020

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EX-99.1

Exhibit 99.1

  

The Hanover Insurance Group, Inc. Moves to Virtual Annual Meeting of Shareholders

WORCESTER, Mass., April 17, 2020 - The Hanover Insurance Group, Inc. (NYSE: THG) today announced a change in the location of its 2020 Annual Meeting of Shareholders. Due to the ongoing public health crisis and related social distancing guidelines, and in consideration of the health and well-being of meeting attendees, the company will hold a virtual-only meeting on Tuesday, May 12, at 9:00 a.m. Eastern Time. Shareholders will not be allowed to attend in person.

As described in the proxy materials previously distributed to the company’s shareholders and filed on March 27 with the U.S. Securities and Exchange Commission, shareholders of record at the close of business on March 16, 2020, the record date for the meeting, are entitled to participate. The company has adopted a digital format for the meeting to provide a consistent and convenient experience to all shareholders, regardless of location.

Attendance Instructions

The company invites shareholders of record to register for the meeting prior to the deadline of 5:00 p.m. Eastern Time on May 8, 2020. To register, shareholders should visit www.proxydocs.com/THGandenter the control number found on their proxy cards, voting instruction form or previously-received notice, as well as other information the company may request to verify ownership or communicate with shareholders about the meeting. Participants are encouraged to visit the website to test their systems for compatibility in advance.

Shareholders of record who have registered will receive instructions by email in advance of the meeting about how to access the meeting website, along with a toll-free telephone number for help resolving any technical issues. During the meeting, attending shareholders will be able to vote, participate and submit questions by following the instructions and rules of procedure available on the registration and meeting websites.

Whether or not shareholders plan to attend the meeting, the company encourages all shareholders to vote and submit their proxies in advance. Shareholders who attend the Annual Meeting and desire to withdraw their proxy votes may do so by following the instructions provided in the Proxy Statement and on the registration website.

Webcast

The company also will host a listen-only webcast of the meeting for interested parties. Shareholders who have registered for the Annual Meeting in advance should use the instructions found within the email registration confirmation to access the meeting. Those who utilize the public webcast will be able to listen to the meeting but will not be able to vote, participate or ask a question during the meeting.

Meeting Replay

A replay of the meeting will be available on the company’s investor relations website shortly after the conclusion of the Annual Meeting.

Annual Report and Proxy Statement

Proxy materials are available on the company’s website under the “Investors” section, including the 2019 Annual Report on Form 10-K, the 2020 Proxy Statement on Form DEF14A, and the Notice of Change of Location on Form DEFA14A filed with the SEC earlier today.

About The Hanover

The Hanover Insurance Group, Inc. is the holding company for several property and casualty insurance companies, which together constitute one of the largest insurance businesses in the United States. The company provides exceptional insurance solutions through a select group of independent agents and brokers. Together with its agents, The Hanover offers standard and specialized insurance protection for small and mid-sized businesses, as well as for homes, automobiles, and other personal items. For more information, please visit hanover.com.

Contacts:
Investors:	Media:
Oksana Lukasheva	Michael F. Buckley	Emily P. Trevallion
(508) 855-2063	(508) 855-3099	(508) 855-3263
Email: olukasheva@hanover.com	Email: mibuckley@hanover.com	Email: etrevallion@hanover.com

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XML

Document And Entity Information	Apr. 17, 2020
Document Information [Line Items]
Entity Registrant Name	HANOVER INSURANCE GROUP, INC.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000944695
Document Period End Date	Apr. 17, 2020
Entity Emerging Growth Company	false
Entity File Number	1-13754
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3263626
Entity Address, Address Line One	440 Lincoln Street
Entity Address, City or Town	Worcester
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01653
City Area Code	508
Local Phone Number	855-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document Information [Line Items]
Title of each class	Common Stock, $.01 par value
Trading Symbol	THG
Name of each exchange on which registered	NYSE
7 5/8% Senior Debentures Due 2025 [Member]
Document Information [Line Items]
Title of each class	7 5/8% Senior Debentures due 2025
Trading Symbol	THG
Name of each exchange on which registered	NYSE
6.35% Subordinated Debentures Due 2053 [Member]
Document Information [Line Items]
Title of each class	6.35% Subordinated Debentures due 2053
Trading Symbol	THGA
Name of each exchange on which registered	NYSE