Current Report Filing (8-k)
May 25 2021 - 4:35PM
Edgar (US Regulatory)
0000086312
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0000086312
2021-05-20
2021-05-20
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iso4217:USD
xbrli:shares
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 20, 2021
The Travelers Companies, Inc.
(Exact name of registrant as specified
in its charter)
|
Minnesota
(State or other jurisdiction of
incorporation)
|
|
001-10898
(Commission File Number)
|
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41-0518860
(IRS Employer
Identification No.)
|
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485 Lexington Avenue
New York, New York 10017
(Address of principal executive offices) (Zip code)
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(917) 778-6000
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
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 (see
General Instruction A.2. below):
¨ 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:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common stock, without par value
|
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TRV
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New York Stock Exchange
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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.
(e)
On May 20, 2021, the shareholders of The Travelers Companies, Inc. (the “Company”) approved an amendment to The
Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan (the “2014 Stock Incentive Plan”) at the Company’s
annual meeting of shareholders. The amendment increases the number of shares authorized for issuance under the 2014 Stock Incentive Plan
by 2,400,000. The material terms of the 2014 Stock Incentive Plan, as amended, are described in the Company’s definitive proxy statement, dated April 2, 2021, under the heading “Item 4 — Amendment to The Travelers Companies, Inc. Amended
and Restated 2014 Stock Incentive Plan”, which is incorporated herein by reference.
The 2014 Stock Incentive Plan, as amended, is filed as Exhibit 10.1
hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on May 20,
2021. For more information on the following proposals submitted to shareholders, see the Company’s definitive proxy statement, dated
April 2, 2021. Below are the final voting results.
Item 1 — Election of Directors
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Name
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Votes For
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Votes Against
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|
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Votes Abstained
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Broker Non-Votes
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Alan L. Beller
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194,319,273
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9,402,814
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405,435
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21,043,471
|
|
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Janet M. Dolan
|
|
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194,902,921
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|
|
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8,854,674
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|
|
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369,927
|
|
|
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21,043,471
|
|
|
Patricia L. Higgins
|
|
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194,491,460
|
|
|
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9,262,880
|
|
|
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373,182
|
|
|
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21,043,471
|
|
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William J. Kane
|
|
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199,886,922
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|
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3,826,417
|
|
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414,183
|
|
|
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21,043,471
|
|
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Thomas B. Leonardi
|
|
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203,049,734
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665,008
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|
|
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412,780
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|
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21,043,471
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|
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Clarence Otis Jr.
|
|
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197,052,152
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|
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6,674,296
|
|
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401,074
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|
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21,043,471
|
|
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Elizabeth E. Robinson
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|
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201,029,317
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|
|
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2,590,908
|
|
|
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507,297
|
|
|
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21,043,471
|
|
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Philip T. Ruegger III
|
|
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197,364,548
|
|
|
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6,350,635
|
|
|
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412,339
|
|
|
|
21,043,471
|
|
|
Todd C. Schermerhorn
|
|
|
201,891,384
|
|
|
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1,839,040
|
|
|
|
397,098
|
|
|
|
21,043,471
|
|
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Alan D. Schnitzer
|
|
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193,193,531
|
|
|
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9,472,345
|
|
|
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1,461,646
|
|
|
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21,043,471
|
|
|
Laurie J. Thomsen
|
|
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194,206,361
|
|
|
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9,543,690
|
|
|
|
377,471
|
|
|
|
21,043,471
|
|
Item 2 — Ratification of Independent Registered Public
Accounting Firm
|
Votes For
|
|
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Votes Against
|
|
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Votes Abstained
|
|
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Broker Non-Votes
|
|
|
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217,085,205
|
|
|
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7,671,021
|
|
|
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414,767
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|
|
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0
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Item 3 — Non-Binding Vote to Approve Executive Compensation
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Votes For
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|
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Votes Against
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|
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Votes Abstained
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Broker Non-Votes
|
|
|
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192,700,339
|
|
|
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10,643,512
|
|
|
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783,671
|
|
|
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21,043,471
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Item 4 — Amendment to The Travelers Companies, Inc.
Amended and Restated 2014 Stock Incentive Plan
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Votes For
|
|
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Votes Against
|
|
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Votes Abstained
|
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Broker Non-Votes
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|
|
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196,265,608
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|
|
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7,197,909
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|
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664,005
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|
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21,043,471
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Item 9.01. Financial Statements and Exhibits.
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.
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Date: May 25, 2021
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THE TRAVELERS COMPANIES, INC.
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By:
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/s/ Christine K. Kalla
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Name: Christine K. Kalla
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Title: Executive Vice President and General Counsel
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